Exhibit
10.2

    


    Mortgage
Contract No.

    


    Jiangning
District of Nanjing

    Real
Eatate Mortgage Contract

    


    Printed
by Housing and Urban and Rural Constructing Bureau, Jiangjing

           

    District
of Nanjing


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.2

    


    Notes

    


    One. The
Contract is used in the mortgage of existing home (real estate), and can be a
reference for the mortgage of projects under construction.

    


    Two.
Please fill in the blanks with pen, writing brush etc. with writings not fade or
be erased easily.

    


    Three.
Any rasure shall be confirmed by both Party A and Party B with their signing or
sealing.

    


    Four.
Ticking in the square means “selected”, crossing in it means “not
selected”.

    


    Five. The
blanks shall be filled in through agreements by the both Parties.

    


    Six. The
Contract comes into effect by the ratification of registration with the Housing
and Urban and Rural Constructing Bureau, Jiangjing District of
Nanjing

    


    Seven.
The explanation of the forms of the Contract is subject to Housing and Urban and
Rural Constructing Bureau, Jiangjing District of Nanjing


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

      Exhibit
10.2

        

    

    Jiangning
District of Nanjing Real Eatate Mortgage Contract

    


    The
signing parties of the Contract:

     

    Mortgagor
(Party A): Goldenway Nanjing Garment Co., Ltd.

    Mortgagee
(Party B): Shanghia Pudong Development Bank Co., Ltd., Nanjing
Branch

    


    Party A
and Party B, according to The Guaranty Law of the People's Republic of China,
Administraton of Urban Real Property Mortgage issued by the Ministry of
Construction, and other related regulations of Nanjing municipality, based on
the principles of equality, freewill, honesty and credit, through consultations,
sign the Contract for the following real estate mortgage.

    


    Article
One The Principal Claim mortgaged by Party A is:

    
      	
              (1)

            	
              The
      Contract of the Principal Claim is named Circulation Fund Loan Contract
      (namely Loan Contract and numbered
  93062010280056)

            


    

    
      	
              (2)

            	
              The
      debtor is Party A.

            


    

    
      	
              (3)

            	
              The
      capital amount of the loan guaranteed by the mortgage is
      RMB40,000,000.00.

            


    

    


    Article
Two      The Main Debtor’s period for performing
its duty of mortgaged debt is from December 10, 2010 to December 10,
2010.

       

    Article
Three    Party A pledges to Party B its self-owned real
estate and its attachment and fixation stated in the List of Mortgaged Real
Estate as a guarantee to the performance of its duty of a Main
Debtor.

    Party A
and Party B confrims that the aforementioned List of Mortgaged Real Estate
states a real estate valued RMB67,070,000.00.

    Article
Four    The scope guaranteed by Party A by the
mortgage:

    The
aforementioned Principal Claims and its interests; any penalty by a breach; any
compensation payable by the Principal Debtor; the expenses for realizing the
mortgage by Party B.

    


    Article
Five    Blank

    


    Article
Six    Party A pledges it has stated the true status of ownership
of the aforementioned real estate and other status, Party B has also fully
understand the specific situations of which.

    Party A
and Party B have confirmed that, although no record is made in the certificate
of ownership, the right holders who enjoys a co-ownership by law or has the
right to decide whether to mortgage the aforementioned real estate have all
agreed in writing to have the real estated to be mortgaged.

     

    Article
Seven   Any dispute arisen from the performance of the Contract shall
be resolved through consultations. If the consultations fail, a lawsuit shall be
brought to the People’s Court.

      

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Exhibit
10.2

        

    

    Article
Eight   The Contract is made in Three copies, of which one is held by
Party A, one is held by Party B, and one is presented to the registration
organization for the application of mortgage of the real estate.

    


    Article
Nine    Other stipulations

    The
guaranteed scope covers the Principal Claim stated in the Contract, and the
interests accrued wherefrom (including the interests and compound interests,
penalty and compound interest for overdue payment), fees arisen from realizing
guaranty rights and claims by the mortgagee (including but not limited to legal
costs, costs of preservation and execution, evaluation fee, publication fee and
attorneys fee for the disposal of the mortgaged).

    


    The
Contract has the same legal effect as the real estate mortgage contract of
Shanghai Pudong Development Bank.

    


    List
of the Real Estate Mortgaged

     

    
      	
              The

              Mortgaged

            	
              Location

            	
              509
      Chengxin Thoroughfare, Muling Subdistrict, Jiangning
    District

            
	
              Acreage

            	
              2049.34m2

            	
              Land
      Area

            	 
      	
              Cert.
      No.

            	
              -774

            
	
              Usage

            	
              Dorm

            	
              Suite

            	
              Yes/No

            	
              Cert.
      No.

            	
              -840

            
	
              Scope

            	
              All

            
	
              The

              Mortgaged

            	
              Location

            	
              509
      Chengxin Thoroughfare, Muling Subdistrict, Jiangning
    District

            
	
              Acreage

            	
              2023.24m2

            	
              Land
      Area

            	 
      	
              Cert.
      No.

            	
              -332

            
	
              Usage

            	
              Dorm

            	
              Suite

            	
              Yes/No

            	
              Cert.
      No.

            	
              -840

            
	
              Scope

            	
              All

            
	
              The

              Mortgaged

            	
              Location

            	
              509
      Chengxin Thoroughfare, Muling Subdistrict, Jiangning
    District

            
	
              Acreage

            	
              50.34m2

            	
              Land
      Area

            	 
      	
              Cert.
      No.

            	
              -773

            
	
              Usage

            	
              Reception

            	
              Suite

            	
              Yes/No

            	
              Cert.
      No.

            	
              -840

            
	
              Scope

            	
              All

            
	
              The

              Mortgaged

            	
              Location

            	
              509
      Chengxin Thoroughfare, Muling Subdistrict, Jiangning
    District

            
	
              Acreage

            	
              15818.86m2

            	
              Land
      Area

            	 
      	
              Cert.
      No.

            	
              -699

            
	
              Usage

            	
              Office

            	
              Suite

            	
              Yes/No

            	
              Cert.
      No.

            	
              -840

            
	
              Scope

            	
              All

            
	
              The

              Mortgaged

            	
              Location

            	
              509
      Chengxin Thoroughfare, Muling Subdistrict, Jiangning
    District

            
	
              Acreage

            	
              2412.91m2

            	
              Land
      Area

            	 
      	
              Cert.
      No.

            	
              -701

            
	
              Usage

            	
              Dining
      Hall

            	
              Suite

            	
              Yes/No

            	
              Cert.
      No.

            	
              -840

            
	
              Scope

            	
              All

            
	
              The

              Mortgaged

            	
              Location

            	
              509
      Chengxin Thoroughfare, Muling Subdistrict, Jiangning
    District

            
	
              Acreage

            	
              5053.37m2

            	
              Land
      Area

            	 
      	
              Cert.
      No.

            	
              -700

            
	
              Usage

            	
              Workshop

            	
              Suite

            	
              Yes/No

            	
              Cert.
      No.

            	
              -840

            
	
              Scope

            	
              All

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
10.2

    

     

    
      	
              The
      Party A (Official Seal)

            	
              The
      Party B (Official Seal)

            
	
              Goldenway
      Nanjing Garment Co., Ltd.

            	
              Shanghia
      Pudong Development Bank Co., Ltd., 

              Nanjing
      Branch

            
	 
      	 
      
	
              Legal
      Representative or Authorized Agency

            	
              Person
      in Charge of Authorized Agency

            
	
              (signature
      or seal)

            	
              (signature
      or seal)

            
	
              SUN
      JIA JUN

            	
              WU
      GUO YUAN

            
	 
      	 
      
	
              Major
      Business Address:

            	
              Major
      Business Address

            
	
              Tel.:

            	
              Tel.:

            
	
              Date:
      1/4/2011

            	
              Date:
      12/3/2010

            


    

    


    Registration
Authority (Official Seal):

    Housing
and Urban and Rural Constructing Bureau, Jiangjing District of
Nanjing