EXHIBIT
10.2
  Mortgage
Contract
  No.
Ec1 1101 087031 00055
 
 Mortgagee
(Party A): International Business Department, Bank of Nanjing Co.,
Ltd.
 Mortgagor
(Party B): Goldenway Nanjing Garment Co., Ltd
 
 In order
to ensure the performance of the Contract of Maximum Amount of Loan numbered
A04110108073100053, which was concluded between Party A and Goldenway Nanjing
Garment Co., Ltd. (hereinafter called the Debtor), and all specific business
contracts, agreements, and applications under this contract (hereinafter called
the Principal Contract), Party B is willing to provide the Debtor with a
guaranty of mortgage of maximum amount. In order to clarify their liabilities
and keep to their credibility, Party A and Party B have entered into the
Contract for common observance and joint performance, according to governing
laws, regulations and rules, and through negotiation and agreement.
 
 Article
1  Representation and Warranties of Party B
 
 Party B
is the absolute, effective and legal owner, or someone who has the right to
dispose of , the mortgaged property, and there is no dispute about the ownership
or the right of disposition of the mortgaged property.
 Party B
has a full knowledge of the usage of the debt of the debtor under the Principal
Contract, and Party B provides the Debtor a guaranty of mortgage absolutely out
of his own will.
 All the
declaration of intention by Party B under the Contract is true, and Party B has
made a sufficient and reasonable written explanation on the flaws of the
mortgaged property, and the explanation has been recognized and signed for by
Party A.
 The
mortgaged property under the Contract may be used to provide a guaranty of
mortgage in conformity with legal provisions, and has neither been subject to a
close-down, seizure, supervision or any other legal enforcement measures, nor
been publicly listed as within the scope of acquisition or removal and
rebuilding.
 Where all
or a part of the mortgaged property under the Contract is Party B assures to
notify the lessee of the mortgage arrangement, and notify Party A in writing of
the situation about the leasing, in which case a written document should have
been recognized and signed for by Party A.
 If being
a natural person, Party B confirms and assures that before the guaranty of
mortgage under the Contract was provided, he has made proper arrangement on the
bare necessities of life for himself and his family dependents, and the
disposition of the mortgaged property under the Contract by Party A in
satisfying his claim shall not have any impact on the normal lives of Party B
and his family members.
  
 
 Article
2  The Principal Claim
 
 2-1 The
Principal Claim secured under the Contract is the full value of the Principal
Claim, namely RMB50,000,000.00, said fifty million RMB Yuan, formed by a
specific granting of credit (including but not limited to a on-or-off balance
sheet business such as a loan, a commitment of loan, an acceptance, a discount,
a bond buy-back, a business financing, a factor, a letter of credit, a letter of
guarantee, an overdraft, an inter-bank lending, a guaranty, etc.) conducted by
Party A for the Debtor from July 31, 2008 to July 31, 2010, on the basis of the
Principal Contract.
 
 2-2 Party
B provides a guaranty of mortgage of maximum amount for the above-mentioned
Principal Claim, irrespective of the times and the amount of each time, or
whether the expiry date of the time limit for the debtor to perform a single
obligation overtop the foregoing time limit.
 
 Article
3  The Mortgaged Property
 
 The
particulars of the mortgaged property are seen in the attached List of Mortgaged
Property. Party B provides a guaranty of mortgage of maximum amount with the
property listed in the List of Mortgaged Property. It has been confirmed by both
Party A and Party B that the value assumption on the mortgaged property in the
List, neither is the basis on which the mortgaged property is evaluated when it
is disposed by Party A according to the stipulations of the Contract, nor makes
up a limit to any extent against Party A in enforcing the mortgage.
 
 Article
4  The Scope of the Guaranty of Mortgage
 
 The scope
of the guaranty of mortgage of maximum amount provided by Party B includes the
Principal Claim and the interest thereof (including compound interest and
default interest, and same in the following text), default fine, compensation
for damage and expenses for enforcing the claim (including but not limited to
legal cost, arbitration fee, property preservation charge, travel expense,
notarial fee, execution fee, attorney fee, eligibility fee, auctioneers fee,
etc., and same in the following text).
 Party B
confirms and accepts out of his will, that when the Debtor fails to perform his
liability as stipulated in the Principal Contract, Party A has the right to
directly demand Party B to undertake his guaranty liability within the scope of
his guaranty, whether or not the claim of Party A under the Principal Contract
is benefited with other guaranty (including but not limited to a guaranty with
real rights).
 
 Article
5  Conclusion and Alteration of the Principal Contract
Guaranteed
 
 Particulars
related to specific amount, term, interest, usage, etc. of the Principal Claim,
shall be stipulated by Party A and the Debtor in the Principal
Contract.
 Party B
confirms that, except for the increase of line of credit and the extension of
term of guaranty, the conclusion of the Principal Contract or the alteration of
the Principal Contract through agreement by Party A and the Debtor, are deemed
as being agreed in advance by Party B, and need not to be notified to Party B,
while the suretyship liability on the part of Party B shall not be
alleviated.
 Where the
interest rates are altered in the light of stipulations of the Principal
Contract during the time when the mortgage right exists, such alteration shall
also be deemed as being agreed in advance by Party B, and needs not to be
notified to Party B, while Party B is still obliged to undertake the suretyship
liability.
  
 
 Article
6  Independence of the Contract
 
 The
effectiveness of the Contract is independent of the Principal Contract, complete
or incomplete invalidity of the Principal Contract or its likely revocation has
no impact on the Contract’s effectiveness. Where it is confirmed that the
Principal Contract was invalid or that it was revoked, Party B undertakes
further suretyship of joint and several liability for the Debtor’s debts coming
into being because he surrendered properties or compensated losses.
 Party B’s
suretyship liability under the Contract shall not change to any extent because
of merger, separation, changes of shareholdings, the lapse of capacity of civil
acts, disappearances, death or the declaration of disappearance or death of the
Debtor, or any other causes.
 
 Article
7  Possession of the Mortgaged Property and Its Document of
Title
 
 During
the period of the existence of the mortgage right, the mortgaged property is
possessed by Party B. Party B shall take good care of the mortgaged property and
take responsibilities to repair and maintain the mortgaged property to keep it
in good condition, and shall be ready to accept Party A’s inspection at any
moment.
 During
the period of existence of the mortgage right, if any situation occurred causing
any damage or loss to, or any decrease in the value of, the mortgaged property,
Party B shall notify Party A of which instantly, and either restore the original
value of the mortgaged property or provided further security recognized by Party
A within 10 days. All the expenses for the restoration of the original value of
the mortgaged property or the provision of the appended security are for the
account of Party B.
 During
the period of the existence of the mortgage right, other ownership certificates
of the mortgaged property are possessed by Party A.
 
 Article
8  Registration of Mortgaged Property
 
 The
mortgaged property under the Contract shall be registered, while Party B shall
actively cooperate with Party A to have the mortgaged property registered with
the government department responsible for the registration, supported by the
Contract and other relevant documents, within 3 days after the date of the
conclusion of the Contract.
 
 Article
9  Insurance of the Mortgaged Property
 
 During
the period of the existence of the mortgage right, Party B shall effect a
property insurance for the mortgaged property according to laws and in
compliance with the type, insured amount, and coverage of insurance assigned by
Party A. The insurance period shall not fall short of the term of the credit
granted plus 6 months starting from the expiration date of this term, and the
insured amount shall not be lower than the principal claim. Party B shall not
revoke or cut short the insurance on any excuse during the insurance period. If
Party B fails to effect the insurance as assigned by Party A, and in case of an
interruption, revocation or expiration of the insurance, Party A has the right
to complete the insurance formalities instead, while all expenses occurred
wherefrom shall be for Party B’s account and be additionally included in the
Scope of the Guaranty of Mortgage. The original insurance policy is held by
Party A, and it shall be stated in the insurance policy that Party A is the
first beneficiary of the insurance of the mortgaged property, and Party A has
the right to satisfy his claim directly with the insurance indemnity or satisfy
all of his claims under the Principal Contract beforehand.
  
 
 Article
10  Third Party Damage
 
 If the
conduct of a third party causes a decrease in the value of the mortgaged
property, the indemnification of the loss shall be deposited in a bank account
assigned by Party A. Party B agrees that Party A has the right to select
whatever mode listed below to manage this indemnification of the loss, and Party
B shall cooperate with Party A with the formalities:
 (1)
              Discharge
      or discharge ahead of time all or a part of the debt under the Principal
      Contract.
 (2)
              Transfer
      it into a fixed deposit, and use the deposit receipt to provide a guaranty
      of pledge on the debt under the Principal Contract, while conclude a
      relevant pledge contract with Party
A.
 (3)
              Transfer
      it into a security to provide a guaranty of pledge on the debt under the
      Principal Contract, and conclude a relevant pledge contract with Party
      A.
 (4)
              Use
      it to renovate the mortgaged property by written agreement of Party A to
      restore the value of the mortgaged
property.
 (5)
              After
      providing further guaranty in conformity of the requirement of Party A,
      Party B may dispose the indemnification at his
  will.
 If the
conduct of a third party causes the value of the mortgaged property to become
insufficient to discharge all the debt under the Principal Contract, Party B
shall provide a further guaranty recognized by Party A, while the remaining
value of the mortgaged property is still used for the guaranty of the
claim.
 
 Article
11  The Disposal of the Mortgaged Property
 
 Without a
written consent of Party A, Party B shall not denote, transfer, swap, repeatedly
mortgage, move the mortgaged property under the Contract, or dispose of it in
any other manners, and any such disposal is invalid.
 Where
Party B disposes of the mortgaged property under the Contract with a written
consent of Party A, the proceeds obtained by the disposal shall be deposited in
an account assigned by Party A. Party B agrees that Party A has the right to
select whatever mode listed below to manage the proceeds, and Party B shall
cooperate with Party A with the formalities:
 (1)
              Discharge
      or discharge ahead of time all or a part of the debt under the Principal
      Contract.
 (2)
              Transfer
      it into a fixed deposit, and use the deposit receipt to provide a guaranty
      of pledge on the debt under the Principal Contract, while conclude a
      relevant pledge contract with Party
A.
 (3)
              Transfer
      it into a security to provide a guaranty of pledge on the debt under the
      Principal Contract, and conclude a relevant pledge contract with Party
      A.
 (4)
              After
      providing further guaranty in conformity of the requirement of Party A,
      Party B may dispose the indemnification at his
  will.
 Under the
situations of requisition of removal and relocation, the proceeds obtained by
the disposal shall be managed according to foregoing terms.
  
 
 Article
12  Advanced Enforcement of the Right of Creditor
 
 Where
Party A proclaims an early maturity of the liability of the debtor under the
Principal Contract according to laws, regulations, rules etc. or the
stipulations of the Principal Contract, Party A has the right to dispose of the
mortgaged property according to laws, and has the priority to satisfy his claim
with the proceeds obtained from the disposal.
 
 Article
13  Rights and Obligations of Party B
 
 13-1
Where the mortgage right suffers or may suffer an infringement by a third party,
Party B is obliged to notify Party A and to take necessary measures to avoid
such infringement.
 
 13-2
Where the liability under the Principal Contract is in a foreign currency, Party
B shall undertake the suretyship liability in the currency agreed in the
Principal Contract. If Party B does it in any other exchangeable currency or
RMB, it shall secure the agreement of Party A, and perform the suretyship
liability by converting such currency into the one agreed in the Principal
Contract at the foreign exchange rate quoted at Bank of Nanjing Co., Ltd. on the
day when the suretyship liability is performed.
 
 13-3
Party B shall pay the fees or expenses under the Contract for evaluation,
notarization, insurance, registration, transference, appraisal, safekeeping,
lawsuit, arbitration, enforcement, auction, attorney service etc. in full amount
and in a timely manner.
 
 13-4
Where a decrease of value, a destruction or a loss happens to the mortgaged
property, or its physical form changes, or its ownership is disputed, Party B
shall notify Party A in writing within 3 days after the above-mentioned
occurrence or possible occurrence, and shall provide Party A further guaranty
recognized by Party A.
 
 13-5
Party B shall not refuse to fulfill the obligations under the Contract on the
excuse of any dispute with a third party.
 
 13-6
Party B enjoys the rights and takes the responsibilities in accordance with the
laws, regulations, rules, etc. and the terms and conditions of the
Contract.
 
 Article
14  Rights ad Obligations of Party A
 
 14-1
Party A has the right to directly demand Party B to undertake the mortgage
guaranty liability under the Contract for the unsatisfied claim of Party
A.
 
 14-2 Upon
enforcement of Party A of his mortgage right, as required by Party B, Party A
may provide Party B the relevant evidence of Party B’s performance of his
guaranty liability, with the exception of Party B being the debtor
himself.
  
 
 14-3
Party A enjoys the rights and takes the responsibilities in accordance with the
laws, regulations, rules, etc. and the terms and conditions of the
Contract.
 
 Article
15  Default Liability
 
 In case
of Party B’s violation of any laws, regulations, rules, etc. or any stipulations
of the Contract, Party A has the right to demand Party B to rectify its
violation within a definite time, to further provide relevant guaranty, to
compensate for the loss, or whatever.
 
 Article
16  Applicable Laws and Settlement of Disputes
 
 16-1 The
Contract is concluded in accordance to the Laws of the People’s Republic of
China, which are applicable to the Contract.
 
 16-2
Where any dispute occurs in the course of the execution of the Contract, both
parties shall settle them through negotiations. In case no settlement is
reached, they shall choose Type 1 from the following settling
manners:
 (Type 1)
Bring a lawsuit to the local people’s court at the locality of Party
A.
  (Type 2)
Apply to the /
Arbitration Commission for arbitration (the locality is /
) with the arbitration rules active and effective at the time the application is
made. The arbitration decision is final and binding on both
parties.
 In the
course of lawsuit or arbitration, terms and conditions under the Contract, which
are not involved in the dispute, shall still be performed or
fulfilled.
 
 Article
17  Effectiveness, Alteration and Termination of the
Contract
 
 17-1
Party A and Party B negotiated and confirm by their own will that the Contract
enters into effect when satisfying the following conditions at the same
time:
 (1)
                Where
      Party B is a legal person or any organization, the Contract shall be
      signed by or sealed with the name stamp of the legal representative,
      principle, or accredited representative of Party A and sealed with the
      Corporate Seal or Special Contract Seal of Party A, and signed by or
      sealed with the name stamp of the legal representative or accredited
      representative of Party B and sealed with the Corporate Seal or Special
      Contract Seal of Party B; where Party B is a natural person, the Contract
      shall be signed by or sealed with the name stamp of the legal
      representative, principle, or accredited representative of Party A and
      sealed with the Corporate Seal or Special Contract Seal of Party A, and
      signed by Party B or his accredited
  representative.
 (2)
                The
      registration has been completed of the mortgaged property listed in the
      List of the Mortgaged
Property.
 
 17-2
After the Contract enters into effect, neither Party A nor Party B shall
arbitrarily alter or terminate it unless further stipulated by the Contract; in
the case of needy alteration or determination, a written agreement should be
reached by both parties through negotiation. All terms and conditions of the
Contract remain effective before such written agreement is
reached.
  
 
 Article
18  Other Stipulations
 
 18-1
Party B has fully acknowledged the risk of exchange rate fluctuation, and if the
Principal Contract adopts floating interest rate, Party B undertakes, out of his
will, the guaranty liability increased because of such fluctuation.
 
 18-2
Failing to perform his obligation under the Contract, Party B is willing to be
subject to force implement.
 
 18-3 All
attachment to the Contract, and all legal documents related to the exercise of
the Contract are the component part of the Contract, and have equal legal force
as the Contract.
 
 18-4
(Void)
 
 Article
19  Supplementary Provisions
 
 19-1 The
Contract is made in three copies, one is held by Party B, one is held by Party
A, and one is held by the registration department of the mortgaged property,
while each copy has the equal legal force.
 
 19-2 Any
matters not covered by the Contract shall be handled in compliance with relevant
national laws, regulations and rules.
 
 Article
20  Declaration Provisions
 
 20-1 In
signing and exercising the Contract, both parties have been given the approval
of such authorities as competent decision-maker or supervision department, and
obtained the necessary, sufficient and legal authorization.
 
 20-2 In
signing the Contract, parties expressed their true intentions, the signatures
and seals were genuine, the signing representatives are authorized, and the
Contract has legally binding on both parties.
 
 20-3
Party B has the right to own its whole property, and all the documentation it
produced to Party A is true, legal and effective, and contains no mistake or
omission of facts disagreeing with the truth.
 
 20-4
Party B has read all the content of the Contract. On request by Party B, Party A
has made explanation on the terms and conditions of the Contract. Party B has
got a full knowledge and understanding of the significations and legal
consequences of the stipulations of the Contract.
 20-5
Party A is a legally established bank, and is qualified to operate the business
under the Contract.
  
 
 Attachment:
List of Mortgaged Property
 
 Building Property MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaPlot No.
              21206143019
              Mortgaged
                Area
              2049.74m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第J00032215号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              21206143019
              Mortgaged
                Area
              6669.14m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第J00032216号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLand Use Right MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              21206143019
              Map No.
              
              Mortgaged
                Area
              11244213m2Use Right
                Certificate No.
              宁江国用(2006)
                第06340号
              Use Right
                Type
              Sold
              Appraised
                ValueLocationLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueOthersName
              
              LocativeNumber or Area
              
              Term of UsageAppraised Value
              
              Ownership Certificate No.
  
 
 Building
      Property MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaPlot No.
              21206143019
              Mortgaged
                Area
              2049.74m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第J00032217号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              21206143019
              Mortgaged
                Area
              2474.12m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第J00032218号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLand Use Right MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueLocationLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueOthersName
              
              LocativeNumber or Area
              
              Term of UsageAppraised Value
              
              Ownership Certificate No.
  
 
 Building Property MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaPlot No.
              21206143019
              Mortgaged
                Area
              6669.14m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第J00032219号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              21206143019
              Mortgaged
                Area
              865.32m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第J00032220号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLand Use Right MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueLocationLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueOthersName
              
              LocativeNumber or Area
              
              Term of UsageAppraised Value
              
              Ownership Certificate No.
  
 
 Building
      Property MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaPlot No.
              21206143019
              Mortgaged
                Area
              2232.36m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第JN00036329号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              21206143019
              Mortgaged
                Area
              2023.24m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第JN00036332号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLand Use Right MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueLocationLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueOthersName
              
              LocativeNember or Area
              
              Term of UsageAppraised Value
              
              Ownership Certificate No.
  
 
 Building Property MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaPlot No.
              21206143019
              Mortgaged
                Area
              2600.14m2
              Ownership
                Certificate No.
              江宁房权证东山字
                
                
                第JN00036335号Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              
              Mortgaged
                Area
              
              Ownership
                Certificate No.Usage
              
              In Set
                or Not
              O In Set
                O Not in Set
              Land Use Right
                Certificate No.Appraised ValueLand Use Right MortgageLocation
              509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing, ChinaLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueLocationLand No.
              
              Map No.
              
              Mortgaged
                AreaUse Right
                Certificate No.
              
              Use Right
                Type
              
              Appraised
                ValueOthersName
              
              LocativeNumber or Area
              
              Term of UsageAppraised Value
              
              Ownership Certificate No.
  
  Party
      A
                      Party
      BLegal
      Person or other
                        Organization
                      Natural
      Person
                        (not
      applicable)Seal
      of Bank of Nanjing
                      Seal
      of Goldenway Nanjing
                      Signature:Co.,
      Ltd.
                      Garment
      Co., Ltd
                      (Or
      Authorized Agent):Legal
      Representative
                      Legal
      Representative:
                      Kind
      of Identity Document:(Principle)
      Name Seal:
                      (Principle)
      Name Seal:
                      No.
      of Identity Document:(Or
      Authorized Agent):
                      (Or
      Authorized Agent):/s/ Lin Fuzhi
                      /s/ Sun JiajunAddress:
                      Address:
                      Address:Post
      Code:
                      Post
      Code:
                      Post
      Code:Contact
      No.:
                      Contact
      No.:
                      Contact
      No.:Date
      of Signing: 2008/07/31
                      Date
      of Signing: 2008/07/31
                      Date
      of Signing: