Unassociated Document


     

    
      [This
document has been translated from Chinese to English]

      


      Project
Financing Agreement

      


      Entrusted
Lenders: 

       

      Tianjin Cube Xindao
Equity
Investment Fund Partnership (Limited Partnership) 

       

      Tianjin Cube Xinde Equity
Investment Fund Partnership (Limited Partnership) 

       

      Tianjin Cube Xinren Equity
Investment Fund Partnership (Limited Partnership) 

       

      Tianjin Cube Xinyi Equity
Investment Fund Partnership (Limited Partnership) 

       

      Registered
Address:

       

      Room J314-317, 3rd floor,
Building 6, Binhai Financial Street, 52 Xincheng West Road of
TEDA.

       

      Borrower:

       

      Xi’an
Xinxing Real Estate Development Co., Ltd. 

       

      Registered
Address:

       

      9 South Baqiao, Baqiao
District, Xi’an

       

      Whereas:

       

      
        
          	
                  1. 

                	
                   The Entrusted Lenders
      agree to lend a two hundred
      million yuan (RMB ¥ 200,000,000.00) Entrusted Loan (the “Loan” or “Entrusted Loan”) to the
      Borrower through China Construction Bank
      Co., Ltd. (Shaanxi Branch) (hereinafter
      referred to as the “Lending Bank”) for the
      purpose of Project Baqiao A and Baqiao B in Baqiao District Xi’an on the terms and
      conditions of this agreement (the
      “Agreement”).

                


        

      

       

      
        
          	
                  2. 

                	
                   The Borrower agrees to
      accept the foresaid Loan provided by the Entrusted Lenders through the
      Lending Bank on the terms and conditions of this Agreement.  As
      to relevant matters regarding the Loan, the Entrusted Lenders
      and the
      Borrower agree as
follows:

                


        

      

       

      Terms:

      Article 1:  Definitions and
Interpretations 

      
        
          	
                  1. 

                	
                  Definitions

                


        

      

       

      Unless
the context provides otherwise, the relevant terms of this Agreement shall be
explained in accordance with the following definitions:

       

      
        	
                a)     
        

              	
                “PRC” or “China” shall mean the
      People’s Republic of China (but not including Hong Kong SAR, Macao SAR and
      Taiwan); 

              


      

       

      
        	
                b)     
        

              	
                “Renminbi” and “RMB” shall mean
      Renminbi, the lawful currency of
China; 

              


      

       

      
        	
                c)     
        

              	
                “Yuan” shall mean
      Renminbi yuan; 

              


      

       

      
        	
                d)     
        

              	
                “Baqiao Area” shall mean
      the Baqiao District, Xi’an,
Shaanxi; 

              


      

       

      
        	
                e)     
        

              	
                “Baqiao District Land and
      Housing Management” shall mean the Bureau of Land Resources, the
      Housing Authority or other authorized agency responsible for the
      registration and management of land and housing property in the Baqiao
      District, Xi’an, Shaanxi; 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                f)     
        

              	
                “Land Use Right Certificate of
      Project Baqiao A and B” shall mean the land use right certificate
      to approximately 180 acres of coastal land in Bahe, Baqiao District Xi’an,
      Shaanxi Province. The land will be acquired by the Borrower in 2011
      through bidding and auction; 

              


      

       

      
        	
                g)     
        

              	
                “Suo Di-Owned Land use Right
      Certificate” shall mean the land certificate named Changan
      collective use 2000 No. 2 land permit which relates to the land use right
      and the buildings on the ground collectively owned by Xi’an Suo Di Trading
      Limited Company in Changan County,
Xi’an;

              


      

       

      
        	
                h)     
        

              	
                “Junjingyuan Phase II Commercial
      Estate” shall mean the buildings on the commercial land of
      Junjingyuan Phase II with the land certificate number Xi Xin land for
      state use (2008) No. 282, the certificate of title of which is attached
      hereto as a schedule;

              


      

       

      
        	
                i)     
        

              	
                “Project
      Baqiao A and B” shall mean the
      overall real estate development projects involving the high-level, small
      multi-storey high-rise and garden houses and other buildings
      developed on the
      180 acres of land along the Bahe, Baqiao
      District, Xi’an, Shaanxi
      Province;

              


      

       

      
        	
                j)     
        

              	
                “Controlling shareholder”
      shall mean the Borrower’s investors, China Housing and Land Development
      Co., Ltd.;

              


      

       

      
        	
                k)     
        

              	
                “Entrusted Loan” shall
      mean the two hundred million yuan (RMB ¥ 200,000,000.00) Entrusted
      Loan provided by the Entrusted Lenders to the Borrower through China Construction Bank
      Corporation Shaanxi Branch for the purpose of Project Baqiao A and
      Baqiao B in Xi’an;

              


      

       

      
        	
                l)     
        

              	
                “Lending Bank” shall mean
      China
      Construction Bank Corporation Shaanxi
  Branch;

              


      

       

      
        	
                m)     
        

              	
                “Entrusted Loan Agreement”
      shall mean the agreement reached by Entrusted Lenders, Lending Bank and
      Borrower based on this Agreement regarding the two hundred million
      yuan (RMB ¥ 200,000,000.00) Entrusted Loan provided by the Entrusted
      Lenders to the Borrower through China Construction Bank
      Corporation Shaanxi Branch for the purpose of Project Baqiao A and
      Baqiao B in Xi’an. The loan will be used
      strictly for the purpose specified in Article 3, 1 of this Agreement, and
      shall not be used for other
purposes;

              


      

       

      
        	
                n)     
        

              	
                “Entrusted Loan Agreement and the
      Related Loan Documents” shall mean the Entrusted Loan Agreement,
      this Agreement, the Project terms of Xi’an Xinxing Real Estate
      Development Limited, financial consultancy agreements as well as the
      state-owned land use rights related to the Entrusted Loan Agreement and
      all the buildings that are built, under construction, or to be built,
      and all appurtenances mortgage contracts, equity pledge contracts,
      guarantee contracts, regulatory agreements, commitment letters and other
      documents related to the Loan, recognized by the Entrusted Lenders and
      agreed by one party or both parties via written consent, including
      amendments and supplements made from time to time; depending on the
      context, “Entrusted Loan Agreement and the Related Loan Documents” may
      refer to any of the above documents related to the Entrusted Loan
      Agreement; 

              


      

       

      
        	
                o)     
        

              	
                “Agreement” shall mean,
      unless expressly provided otherwise by both Parties, this Agreement and
      any documents after amendment, expansion, update, replacement and
      supplement any time by any method in accordance with relevant provisions
      and with written consent of both
Parties;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                p)     
        

              	
                “Financial Advisor
      Agreement” shall mean the agreement on the financial advisor
      service provided by the Entrusted Lenders Tianjin Qiaobo
      Xindao
      Equity Investment Fund Partnership (Limited Partnership) , Tianjin Qiaobo Xinde
      Equity Investment Fund Partnership (Limited Partnership) , Tianjin Qiaobo Xinren
      Equity Investment Fund Partnership (Limited Partnership) , Tianjin Qiaobo Xinyi
      Equity Investment Fund
      Partnership (Limited Partnership) regarding the Loan provided by the
      Entrusted Lenders to the
Borrower;

              


      

       

      
        	
                q)     
        

              	
                “Consulting
      Fees for Late Payment” shall
      mean the
      consulting fees paid by the Borrower to the Entrusted Lenders or other
      companies nominated by the Entrusted
      Lenders due to the Borrower’s failing to timely pay
      any due amount set out in this Agreement, the Entrusted Loan Agreement or
      other relevant loan
documents;

              


      

       

      
        	
                r)     
        

              	
                “Real Estate Mortgage
      Agreement” shall mean the agreement under which the Borrower
      mortgages the land use right under the “Suo Di-owned Land Use Right”,
      “Project Baqiao A and B Land Use Certificates” and the first priority
      mortgage right under the “Junjingyuan Phase II Commercial Estate” to the
      Entrusted Lenders and the Lending
Bank;

              


      

       

      
        	
                s)     
        

              	
                “Guarantee Agreement”
      shall mean the joint guarantee agreement provided by the Borrower’s actual
      controller Mr. Lu Pingji and the controlling shareholder China Housing and
      Land Development Co., Ltd. to the Entrusted
  Lenders; 

              


      

       

      
        	
                t)     
        

              	
                “Share Pledge Agreement”
      shall mean the share pledge agreement under which the shares of Wei Xun
      Holdings Limited held by China Housing and Land Development Co., Ltd., the
      shares of the parent company Hong Kong Zhike Ltd held by Wei
      Xun Limited, and the shares of Xi’an Suo Di Trading Limited Company
      held by Xi’an Xinxing Real Estate Development Ltd through its subsidiary
      Xi’an Xinxing Estate Management Ltd. that are pledged to the Entrusted
      Lenders; 

              


      

       

      
        	
                u)     
        

              	
                “Receivables Pledge
      Agreement” shall mean the agreement under which the Borrower
      guarantees the Entrusted Lenders with all the present and future
      receivables of Project Baqiao A and
B; 

              


      

       

      
        	
                v)     
        

              	
                “Supervision Agreement”
      shall mean the Financial Supervision Agreement signed by the Entrusted
      Lenders and the Borrower, under which the Borrower agrees to supervise
      together with the Entrusted Lenders the income and expense of the
      Borrower’s commercial real estate sales during the Entrusted Loan
      period; 

              


      

       

      
        	
                w)     
        

              	
                “Commitment Letter” shall
      mean the written document provided by Mr. Lu Pingji, Mr. Feng Xiaohong and
      Mrs. Lu Jing regarding the commitment not to resign within the Entrusted
      Loan period;

              


      

       

      
        	
                x)     
        

              	
                “Bank Business Day” shall
      mean a business day of commercial banks in China (except Saturdays,
      Sundays and public holidays);

              


      

       

      
        	
                y)     
        

              	
                “Withdrawal Date” shall
      mean the date on which the Borrower withdraws the Loan within the period
      of Loan;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                z)     
        

              	
                “Withdrawal Notice” shall
      mean the withdrawal notice issued by the Borrower in the format specified
      by the Lending Bank;

              


      

       

      
        	
                aa)      

              	
                “Asset Assessment
      Institution” shall mean independent asset assessment institutions
      recognize by the entrustees;

              


      

       

      
        	
                bb)      

              	
                “Escrow Account” shall
      mean RMB account at the Lending Bank or the bank nominated by the Lending
      Bank opened and kept by or to be opened and kept by the Borrower to keep
      related sales revenue of the Borrower or other accounts agreed on by the
      Borrower, the Entrusted Lenders and the Lending
  Bank;

              


      

       

      
        	
                cc)      

              	
                “Sales Revenue” shall
      mean all the amount (including but not limited to the sales price, down
      payment, liquidated damages or compensation, etc.) that the purchaser
      shall pay the Borrower on the terms of the commercial housing sale
      contracts between the purchaser and the Borrower in the process of the
      purchaser’s buying the Borrower’s commercial houses of Baqiao A and
      B;

              


      

       

      
        	
                dd)      

              	
                “Debt” or “liability” shall mean
      the responsibilities to make payment or repayment by the Borrower (whether
      present or future, actual or potential debt secured or unsecured, as
      the primarily liable debtor or as guarantor of the commitment) for all the
      borrowing and debt; 

              


      

       

      
        	
                ee)      

              	
                “Events with Material Adverse Effect”
      shall mean, according to the Entrusted Lenders’ understanding, (1) the
      events that have material adverse effect on the finances, assets or
      business conditions of the Borrower or the controlling shareholder or
      affiliated companies of the Borrower; or (2) the events that have material
      adverse effect on the Borrower’s or its controlling shareholders’ capacity
      to perform under this Agreement, the Entrusted Loan Agreement and the
      relevant Loan documents; 

              


      

       

      
        	
                ff)      

              	
                “Taxes” shall mean all
      kinds of taxes, fees or deductions imposed, collected, withheld or made
      paid in advance by the Chinese state and local tax authorities or other
      institutions at present or in the future (including any amount due to
      non-payment or delayed payment or non-delivery or late submission of any
      of tax returns above mentioned);

              


      

       

      
        	
                gg)      

              	
                “Event of Default” shall
      mean any of the events listed in Article
      16.

              


      

       

      
        	
                2.  

              	
                Headings and
      Provisions

              


      

       

      The
headings of this Agreement are for ease of understanding of the agreement and do
not affect the interpretation of this Agreement. Unless
otherwise provided, the terms, paragraphs, schedules and annexes mentioned
in this Agreement means the terms, paragraphs, schedules and annexes of this
Agreement.

       

      
        	
                3.  

              	
                Laws

              


      

       

      The laws
referred to in this Agreement shall include the laws formulated, amended,
expanded or revised by the Chinese National People’s Congress and its Standing
Committee; Supreme People’s Court’s issued judicial interpretations; local
regulations enacted by local people’s congress.  Unless the law expressly
provides otherwise regarding the modification, expansion revision, expansion or
revision, the law does not have retroactive effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.  

              	
                Plural and
      Gender

              


      

       

      Unless
the context has different requirements, singular words in this Agreement contain
plural meanings and vice versa; words of a gender include the other
gender.

       

      
        	
                5.  

              	
                Receiver and
      Assignee

              


      

       

      Any party
referred to by this Agreement shall include their respective receiver, assignee
(whether due to merger or consolidation or other reasons) and
successors.

       

      Article
2:  Amount and Term of Entrusted Loan

       

      
        	
                1.  

              	
                Entrusted Loan
      principal

              


      

       

      According
to the terms and conditions of this Agreement, the Entrusted Loan Agreement and
the Related Loan Documents, and the statements, guarantees, agreements,
representations, commitments and warranties made by the Borrower in this
Agreement, the Entrusted Loan Agreement and the Related Loan Documents, the
Entrusted Lender agrees to entrust the Lending Bank to provide Borrower with
RMB two hundred million Yuan (RMB ¥ 200,000,000.00) for the purpose of
Project Baqiao A
and B.

       

      
        	
                2.  

              	
                Term

              


      

       

      The term
of the Entrusted Loan is twelve (12) months, see the specific starting and
ending time set out in the Entrust Loan Agreement.

       

      Article
3:Loan
Purposes

       

      
        	
                1.  

              	
                Entrusted Loan
      Purposes

              


      

       

      The
Entrusted Lenders agrees that the Entrusted Loan shall only be used for Project
Baqiao A and B, including acquiring the land of Project Baqiao A and B and
paying for the project fees and other development fees, and can be used for
other projects and purposes with the consent of the Entrusted Lenders if
specific conditions are satisfied, but the amount used for Project Baqiao A and
B shall not be less than RMB one hundred fifty million yuan (RMB
150,000,000). 

       

      For the
above project, the Borrower’s contribution shall not be less than RMB two
hundred million yuan (RMB ¥ 200,000,000.00).  If more fundings are
needed, the Borrower is obliged to supplement the fund. 

       

      
        	
                2.  

              	
                The Use of the
      Entrusted Loan

              


      

       

      The
Borrower shall use this fund in accordance with the terms and conditions of the
Entrusted Loan Agreement between the Borrower and the Entrusted Lenders, in
addition, the Entrusted Lenders will entrust officers to check the actual use of
the Loan.

       

      Article
4:
Prerequisites for the Entrusted Loan

       

      
        	
                1.  

              	
                Prerequisites

              


      

       

      The
prerequisites of the Entrusted Lenders’ providing the Borrower with the
Entrusted Loan in accordance with the terms and conditions of this Agreement,
the Entrusted Loan Agreement and Related Loan Documents is that:

       

      
        	
                a)   
       

              	
                The
      Borrower provides the Entrusted Lenders and the Lending Bank with all the
      documents listed in the schedule to this Agreement three (3) bank business
      days prior to the withdrawal date, and the Entrusted Lenders and the
      Lending Bank are satisfied with the form, contents and signatures of these
      documents; 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                b)  
        

              	
                The
      conditions of the grant of the Entrusted Loan is fulfilled.  But
      the mortgage / pledge shall not affect the real estate sale of the
      Borrower, in case of occurrence of adverse effects, without prejudice to
      the interests of the Entrusted Lenders. The Entrusted Lenders and the
      Lending Bank have the duty to support the Borrower to satisfy the
      conditions of sales. 

              


      

       

      
        	
                2.  

              	
                Exemptions to the
      Prerequisites

              


      

       

      If the
Borrower fails to provide documents in accordance with the first paragraph of
this article, the Entrusted Lenders do not have to provide the Borrower with the
Entrusted Loans or perform any duty under this Agreement, the Entrusted Loan
Agreement and Related Loan Documents, but the Borrower shall undertake all
payment obligations under Article 18 of this
Agreement. 

       

      The
Entrusted Lenders are entitled to exempt or waive all or part of the rights
prescribed in paragraph one of this article, which does not affect any right of
the Entrusted Lenders under this Agreement, the Entrusted Loan Agreement and
Related Loan Documents.

       

      Article
5: The Grant
of the Entrusted Loan

       

      
        	
                1.  

              	
                Condition and Time of
      The Grant of the Entrusted
Loan

              


      

       

      After the
security measures in Article 12 (1) - (c) item, (2), (3) and (4) come into
effect, the time for the Borrower to withdraw the Entrusted Loan is five (5)
bank business days after the beginning of the Entrusted Loan term specified by
the Entrusted Loan Agreement.

       

      
        	
                2.  

              	
                Withdrawal
      Notice

              


      

       

      Three (3)
bank business days before the withdrawal of the Borrower, under the condition of
the Borrower’s complying with the terms and conditions of this Agreement, the
Entrusted Loan Agreement and Related Loan Documents, the Borrower must submit to
the Lending Bank an original withdrawal notice that the Lending Bank approves of
which is filled out and signed by the Borrower and states the date, amount,
purpose and payment method that the Borrower intends to withdraw.

       

      
        	
                3.  

              	
                The withdrawal of the
      Entrusted Loan

              


      

       

      Under the
prerequisite of the Borrower’s complying with the terms and conditions of this
Agreement, the Entrusted Loan Agreement and Related Loan Documents, the Borrower
shall withdraw the Entrusted Loan on any bank business day within the Entrusted
Loan withdrawal period at one time. After the Borrower withdraws the Entrusted
Loan, it shall circulate the loan in accordance with the Entrusted Loan
Circulation Agreement between the Borrower and the Entrusted
Lenders.

       

      
        	
                4.  

              	
                The Withdrawal Notice
      is Not Revocable

              


      

       

      Unless
this Agreement, the Entrusted Loan Agreement and Related Loan Documents provide
otherwise, the withdrawal notice submitted by the Borrower is not revocable, and
the Borrower shall withdraw in compliance with the withdrawal
notice.

       

      
        	
                5.  

              	
                The Indemnity of the
      Cancelation of the
Withdrawal

              


      

       

      For any
reason, if the Borrower cancels the withdrawal of the Entrusted Loan after
submitting the original withdrawal notice, the Borrower shall indemnify the
Entrusted Lenders for the economic loss and fees caused by reorganizing relevant
funds.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Article
6: The
Interest Rate and Interest of the Entrusted Loan

       

      
        	
                1.  

              	
                The Interest Rate of
      the Entrusted Loan

              


      

       

      The
Borrower agrees that the annual interest rate of the Entrusted Loan is 9.6% (the
monthly interest rate is 0.8%). The Borrower agrees to pay the interest of the
Entrusted Loan in accordance with this provision.

       

      
        	
                2.  

              	
                Fixed
      Rate

              


      

       

      The
interest rate of the Entrusted Loan is fixed and does not change as the People’s
Bank of China adjust the interest rates of deposits and loans of financial
institutions in China within the term of the Entrusted Loan.

       

      
        	
                3.  

              	
                Payment of the
      Interest

              


      

       

      The
Borrower shall pay the Entrusted Lenders the interest of the Entrusted Loan in
accordance with the loan contribution proportion under the provisions of Article
1 hereto.

       

      
        	
                4.  

              	
                Time to Pay the
      Interest

              


      

       

      Within
the term of the Entrusted Loan, the Borrower shall pay the interest to the
Entrusted Lenders on the monthly interest settlement date after the withdrawal
date. (If the withdrawal date is Feb 1, 2011, the Borrower shall pay the
interest to the Entrusted Lenders on the monthly interest settlement date after
the withdrawal date until the end of the term of the Entrusted
Loan.)

       

      If the
date to pay the monthly interest is not a bank business day (Saturdays, Sundays
and public holidays), the monthly interest is not adjourned, while the payment
of the interest is postponed.

       

      
        	
                5.  

              	
                Delay
      Interest

              


      

       

      If the
Borrower fails to pay any amount on time under this Agreement, the Entrusted
Loan Agreement and Related Loan Documents (including but not limited to
Entrusted Loan principal, interest, handling fee, taxes or other payment), the
Borrower shall pay the delay interest for the total delayed amount from the due
date to the actual payment date, and the delay interest rate shall be 0.04%
(14.4% per year) per day of the delayed amount. Meanwhile, the Borrower shall
pay the delay payment consulting fee to the Entrusted Lender or other companies
nominated by the Entrusted Lenders, the amount of which shall be calculated in
0.032% per day of the total delayed amount.

       

      Article
7: Repayment
of the Entrusted Loan

       

      The
Borrower shall, from the next month of the withdrawal date (if the withdrawal
date is Feb 1, 2011, the Borrower shall from March 1, 2011), transfer not less
than 30% of the sales of cash back from Project Baqiao A and B to the bank
account designated by the Entrusted Lenders to repay the principal within five
(5) business days.

       

      If the
Borrower’s sales on Project Baqiao B does not reach the target set by both
Parties in any month (see “5” of Article 14), the Entrusted Lender is entitled
to request that the above mentioned repayment rate be increased from 30% to
50%.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Meanwhile
the Borrower shall pay the Entrusted Lender and the Lending Bank

       

      Article
8:  Repayment in advance

       

      
        	
                1.  

              	
                Repayment in
      advance

              


      

       

      Within
nine (9) months from the withdrawal date, the Borrower may at any time repay all
or part of the Entrusted Loan in advance. On the repayment day, the Borrower
shall pay the accrued interest of the Entrusted Loan and any due or outstanding
amount under this Agreement, the Entrusted Loan Agreement and Related Loan
Documents, meanwhile, the Borrower shall pay the Entrusted Lenders the fee for
repayment in advance which equals to 10% of the amount repaid in
advance.

       

      The
Borrower may repay the Entrusted Loan in advance any time nine (9) months after
the Borrower’s withdrawal, and the Borrower does not need to pay the Entrusted
Lenders any fee for repayment in advance.

       

      
        	
                2.  

              	
                The Repayment in
      Advance is not Revocable

              


      

       

      The
notice of any repayment in advance from Borrower to the Entrusted Lenders and
the Lending Bank is not revocable, and the Borrower shall repay in advance in
accordance with the notice.

       

      Article
9:  The Extension of the Entrusted Loan

       

      After the
Expiration of the Entrusted Loan, according to the application of the Borrower,
the Entrusted Loan can be extended for six (6) months, and the Borrower, the
Entrusted Lenders and the Lending Bank shall sign a supplemental agreement which
covers the matters of the deferral of the Entrusted Loan.

       

      The
Borrower shall make written application for deferral of the Entrusted Loan to
the Entrusted Lenders and the Lending Bank thirty (30) days prior to the
expiration of the Entrusted Loan, and the Entrusted Lenders shall decide based
on their own situations whether to agree to the deferral application of the
Borrower within five (5) business days of receiving the deferral application
from the Borrower.

       

      Article
10: Taxes
Matters

       

      
        	
                1.  

              	
                Legal Restrictions,
      Taxes and withholding

              


      

       

      All taxes
and fees, except those expressly agreed in this Agreement and the Entrusted Loan
Agreement, shall be undertaken by the Entrusted Lenders, the Lending Bank, the
Borrower respectively in accordance with the relevant laws, regulations and
policies. The Borrower’s payment of any amount to the Entrusted Lenders (or the
Lending Bank) on the terms and conditions in the Entrusted Loan Agreement
and relevant loan documents shall not be restricted by any law.

       

      
        	
                2.  

              	
                Extra
      Payment

              


      

       

      As to any
amount to be paid by the Borrower to the Entrusted Lender (or the Lending Bank)
under this Agreement, the Entrusted Loan Agreement and Related Loan Documents,
if the Borrower (or any other person) shall deduct or withhold relevant taxes
from it as required by law, or if the Entrusted Lenders (or the Lending Bank)
shall deduct or withhold from the received amount as required by law, the
Borrower shall:

       

      
        	
                a)  
        

              	
                notify
      the Entrusted Lenders (or the Lending Bank) as soon as
      possible;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                b)  
        

              	
                Within
      thirty (30) days after the payment of any deducted or withheld amount,
      submit to the Entrusted Lenders (or the Lending Bank) a certificate
      proving the payment of the above mentioned deductions, withholdings or the
      payment by other institutions of the above mentioned amount satisfactory
      to the Entrusted Lenders (or the Lending
Bank).

              


      

       

      Article
11:  Discovery of Illegality

       

      If the
Entrusted Lenders at any time discover the gathering or keeping of all or part
of the Entrusted Loan, or the performance of all or part of the obligations
under this Agreement, the Entrusted Loan Agreement and Relevant Loan Document
may violate the prohibitive rules of law or prohibitive administrative orders of
state organs, the Entrusted Lenders shall immediately inform the Borrower,
meanwhile the Entrusted Loan shall expire immediately, and the Borrower shall
immediately repay all the principal and interest of the Entrusted Loan. Other
fees shall be undertaken by the Parties in accordance with this Agreement and
the existing laws, regulations, and policies of China. The extra part of the
paid financial advisor fee shall be refunded to Borrower by the Entrusted
Lenders after re-calculation according to the time of usage of the loan and the
proportion of the withdrew amount to the total amount of the loan.  If
the above occurs, both Parties agree not to hold each other in breach of the
agreement.

       

      Article
12:  The Warrant of the Entrusted Loans

       

      
        	
                2.  

              	
                The Warrant of the
      Agreement, the Entrusted Loan Agreement and the Financial Advisor
      Agreement

              


      

       

      To ensure
the security of the Entrusted Loan, the Borrower agrees to provide the Lending
Bank with the land use right of the land of Project Baqiao A and B as mortgage,
meanwhile the Borrower will assist the Entrusted Lenders to get the Share Pledge
Agreement from Borrower’s parent company shareholder and Guarantee Agreement
from the controlling shareholder of the Borrower and the affiliated companies.
The Entrusted Lenders and the Borrower will sign the Supervisory Agreement,
under which both Parties will jointly supervise the new sales revenue generated
from Project Baqiao A and B by the Borrower within the term of the Entrusted
Loan.

       

      
        	
                a)  
        

              	
                Mortgage
      of the Borrower

              


      

       

      
        	
                i)  
        

              	
                The
      Borrower agrees to mortgage on the state owned land use right as
      determined by the Land Use Right Certificate of Project Baqiao A and B,
      all the buildings that have been constructed, being constructed and will
      be constructed, and the appurtenance thereon shall be owned by the Lending
      Bank, as the mortgage of the Entrusted Loan.  The Borrower
      agrees that the Lending Bank, as entrusted by the Entrusted Lenders, shall
      be the mortgagee with first priority of the mortgage on the state owned
      land use right as determined by the Land Use Right Certificate of Project
      Baqiao A and B, all the buildings that have been constructed, being
      constructed and will be constructed, and the appurtenance thereon. The
      Borrower further agrees that no other mortgages will be created on the
      state owned land use right as determined by the Land Use Right Certificate
      of Project Baqiao A and B, all the buildings that have been constructed,
      being constructed and will be constructed, and the appurtenance thereon
      since commencement of the Entrusted
Loan;

              


      

       

      
        	
                ii)    

              	
                The
      company owned by the Borrower, Xi’an Suo Di Trading Co.,Ltd.(“Suo Di”), agrees to
      mortgage the Land Use Right Certificate owned by Suo Di to the Lending
      Bank;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                iii)
        

              	
                The
      Borrower uses the “Junjinyuan Phase II Commercial Estate” as the mortgage
      of the Entrusted Loan.

              


      

       

      The
Borrower agrees that the Lending Bank, as entrusted by the Entrusted Lenders,
shall be the mortgagee of first priority of the mortgages on Land Use Right
Certificate owned by Suo Di and the “Junjinyuan Phase II Commercial Estate”. The
Borrower further agrees that no other mortgages will be crated on the Land Use
Right Certificate owned by Suo Di and the “Junjinyuan Phase II Commercial
Estate” since commencement of the Entrusted Loan.

       

      
        	
                b)  
        

              	
                Share
      Pledge of Shareholder of the
Borrower

              


      

       

      Wei Xun
Holding Co., Ltd. (“Wei
Xun”), the parent company of Hong Kong Zhi Ke Co., Ltd (“Zhi Ke”) which is the parent
company of the Borrower, agrees that all the shares of Zhi Ke owned by Wei Xun
shall be under pledge, and that all the shares of Zhi Ke owned by China Housing
and Land Development Co., Ltd. shall be under pledge, and that all the shares of
Suo Di owned by the Borrower’s wholly owned subsidiary, Xin Xing Property
Management Co., Ltd., shall be under pledge. All the aforesaid pledges shall be
the guarantees of the Entrusted Loan offered to the Borrower by the Entrusted
Lenders. The terms and contents of the aforesaid pledges shall be determined by
the Share Pledge Agreement entered into by and between the Entrusted Lenders
with the Borrower, Wei Xun, and China Housing and Land Development Co., Ltd.
respectively.

       

      
        	
                c)  
        

              	
                Guarantee
      of the Actual Controller of the
Borrower

              


      

       

      The
actual controller of the Borrower, Mr. Lu Jiping, agrees to provide the
Principal with aguarantee of the Entrusted Loan provided by Entrusted Lenders to
the Borrower. The terms and contents of the aforesaid guarantee shall be
determined by the Guarantee Agreement entered into by and between the Entrusted
Lenders and the actual controller of the Borrower.

       

      
        	
                d)  
        

              	
                Guarantee
      of Other Affiliated Companies of the
Borrower

              


      

       

      Other
affiliated company of the Borrower, China Housing and Land Development Co.,
Ltd., agrees to provide the Principal with the guarantee of the Entrusted Loan
offered by the Entrusted Lenders to the Borrower. The terms and contents of the
aforesaid guarantee shall be determined by the Guarantee Agreement entered into
by and between the Entrusted Lenders and the said affiliated
company.

       

      
        	
                e)  
        

              	
                Pledge
      of Receivables

              


      

       

      The
Borrower offers warranties of the current and future receivables of Project
Baqiao A and B to the Principal.  If the Borrower fails to fulfill the
obligation, the Principal may choose one or more of the above guarantees to
realize the debt.

       

      
        	
                3.  

              	
                Entrusted
      Lenders and the Borrower will jointly supervise the newly increased sales
      revenue of the Borrower to assure that the Borrower repay the Entrusted
      Loan according to the schedule. The Borrower agrees that the Entrusted
      Lenders will jointly supervise the use of the newly increased sales
      revenue of the real estate development project as determined by the Land
      Use Right Certificate of Project Baqiao A and B of the Borrower during the
      term of the Entrusted Loan. Furthermore, the Entrusted Lenders shall enjoy
      the only right of supervision to all the bank accounts under which the
      aforesaid sales revenues are saved by the Borrower.  The said
      supervision shall be determined by the Supervision Agreement entered into
      by and between the Entrusted Lenders and the
  Borrower.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Article
13:
Representations and Warranties

      


       

      
        	
                1.  

              	
                The Borrower makes the
      following representations and warranties to the Entrusted
      Lenders:

              


      

       

      
        	
                a)   
       

              	
                The
      Borrower is an independent legal person that possesses the necessary
      capacity to perform contractual obligations of the Agreement, the
      Entrusted Loan Agreement and other Related Loan Documents and bear the
      civil liabilities in its own name; the terms and conditions of the
      Agreement, the Entrusted Loan Agreement and other Related Loan Documents
      are the genuine intentions and expressions of the Borrower, and are
      binding upon the Borrower.

              


      

       

      
        	
                b)   
       

              	
                The
      Borrower has the right to enter into the Agreement, the Entrusted Loan
      Agreement and other Related Loan Documents, and has obtained all the
      authorization and approval (including, without limitation, board
      resolution, shareholders’ resolution, filing, approval, consent,
      authorization, license, disclaimer, registration and acknowledgement,
      etc.) for entering into and performing the contractual obligations of the
      Agreement, the Entrusted Loan Agreement and other Related Loan
      Documents

              


      

       

      
        	
                c)   
       

              	
                The
      Borrower represents and guarantees to comply with the laws, and the
      Borrower’s entering into and performing the Agreement, the Entrusted Loan
      Agreement and other Related Loan Documents does not violate the laws,
      articles of association, the documents, judgment, decisions of relevant
      government agencies that the Borrower shall comply with, and neither does
      it contradict any other contracts, agreements signed by the Borrower and
      any other obligations undertaken by the
  Borrower.

              


      

       

      
        	
                d)   
       

              	
                The
      Borrower represents and warrants that all the financial statements issued
      are in compliance with the applicable Chinese laws, accounting rules and
      principles, and that all financial statements are genuine, complete, and
      justly indicate the Borrower’s financial situation. The Borrower further
      represents and guarantees that all the documents, information, and profile
      of the Borrower in the Agreement, the Entrusted Loan Agreement and other
      Related Loan Documents are genuine, valid, accurate, complete, and nothing
      is concealed.

              


      

       

      
        	
                e)   
       

              	
                The
      Borrower represents and warrants that all the debts of the Borrower and
      the affiliated companies at the time when the Agreement, the Entrusted
      Loan Agreement and other Related Loan Documents are concluded have been
      disclosed to the Entrusted Lenders; all the material facts and information
      that the Borrower has or should have knowledge of and which have an impact
      on the decision of the Entrusted Lenders regarding if or not to grant the
      Entrusted Loan have been disclosed to the Entrusted
      Lenders.

              


      

       

      
        	
                f)   
       

              	
                Since
      issuance of the latest audited financial statements of the Borrower, the
      operations, businesses, assets, debts or other situations of the Borrower
      has not been substantially or materially adversely changed; meanwhile,
      neither the Borrower nor the affiliated company has or may have any
      material legal liability or any other debts that have not been withheld in
      the Borrower’s financial
statements.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                g)  
        

              	
                The
      Borrower has the right to dispose of the collateral (state owned land use
      right and the buildings that have been or are being or will be constructed
      thereon and the appurtenance thereon) as provided by the Agreement, the
      Entrusted Loan Agreement and other Related Loan Documents entered into by
      the Borrower, and the Borrower does not create any other mortgages or
      rights on the collateral for the benefits of third
  parties.

              


      

       

      
        	
                h)  
        

              	
                The
      Borrower represents and guarantees that it strictly complies with the
      applicable laws and regulations during operation, and carries on
      businesses strictly within the business scope as indicated in the
      Borrower’s business license or approved by the authority, and conducts the
      annual inspection process in a timely
manner.

              


      

       

      
        	
                i)  
        

              	
                The
      Borrower acknowledges and warrants that the Borrower has fully paid all
      the due taxes and expenses as prescribed by the state and local tax
      authorities at the time when the Agreement, the Entrusted Loan Agreements
      and other Related Loan Documents are entered into, and that delinquencies
      of taxes and expenses as prescribed by state and local tax authorities
      will not occur during entering into and performance of the Agreement, the
      Entrusted Loan Agreement and other Related Loan
  Documents.

              


      

       

      
        	
                j)  
        

              	
                The
      Borrower acknowledges and guarantees that delinquencies of employees’
      salaries, medical insurance, disability and injury allowance, death
      benefits and compensation will not occur during entering into and
      performance of the Agreement, the Entrusted Loan Agreement and other
      Related Loan Documents.

              


      

       

      
        	
                k)  
        

              	
                The
      Borrower represents and warrants that there are no material violations or
      potential violations, or insolvency of the Borrower; the Borrower is not
      applying for or being applied for bankruptcy or in the process of
      bankruptcy, does not plan to reorganize debts with creditors; and there is
      not any pending litigation, arbitration or administrative procedures
      against the Borrower or the affiliated company, or the assets, businesses,
      financial situation of the Borrower or the affiliated
    company.

              


      

       

      
        	
                l)  
        

              	
                The
      Borrower represents and guarantees that there is not any situations or
      facts that have or will have a material impact on the Borrower’s ability
      to perform its contractual
obligations.

              


      

       

      
        	
                2.  

              	
                The
      Borrower acknowledges that the Entrusted Lenders enter into the the
      Agreement, the Entrusted Loan Agreement and other Related Loan Documents
      by relying on the above representations and
  warranties.

              


      

       

      Article
14: Promises
of the Borrower

       

      The
Borrower hereby promises to the Entrusted Lenders: Unless obtaining the prior
consent of the Entrusted Lenders in writing, before the Borrower repays all the
Entrusted Loan and related expenses, the Borrower will comply with and complete
the followings:

       

      
        	
                1.  

              	
                Company
      Businesses

              


      

       

      The
Borrower will complete the registrations, filings and annual inspections in
relation to the operation of the business of the company according to Chinese
applicable laws and regulations, carry on and engage in the businesses to the
extent permitted by the laws and regulations, and pay all the due taxes and
expenses in a timely manner.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

              	
                Shareholder
      Report

              


      

       

      The
Borrower agrees that each formal report, notice and representation in relation
to operation of Project Baqiao A and B that are delivered to each shareholder of
the Borrower shall be delivered to the Entrusted Lenders at the same
time.

       

      
        	
                3.  

              	
                Accounting
      Books

              


      

       

      The
Borrower shall make and maintain accounting books for its business operations
pursuant to Chinese accounting rules and principles. During the term of the
Entrusted Loan, if prior and reasonable notice has been given, the Borrower will
provide the Entrusted Lenders with relevant documents of the Borrower’s
accounting books.

       

      
        	
                4.  

              	
                Financial Information
      and Sales Documents

              


      

       

      Upon
request by the Entrusted Lenders, the Borrower agrees to provide the following
financial information and sales documents with the Entrusted
Lenders:

       

      
        	
                a)  
        

              	
                Before
      execution of the Agreement, the Entrusted Loan Agreement and other Related
      Loan Documents, the Borrower
provides:

              


      

       

      
        	
                i)  
        

              	
                Organization
      situation and audited financial report of the Borrower, its parent company
      and affiliated company;

              


      

       

      
        	
                ii) 
        

              	
                Data
      of cash flow of the Borrower from October 2007 to November 2010, and plan
      of cash flow of the Borrower from December 2010 to December
      2012;

              


      

       

      
        	
                iii)
        

              	
                Detailed
      information of the assets of the Borrower until October 2010, and whether
      there are any security guarantees, such as mortgages,
  etc;

              


      

       

      
        	
                iv) 
       

              	
                Documents
      certifying that appropriate insurance has been purchased for Project
      Baqiao A and B;

              


      

       

      
        	
                b)  
        

              	
                Upon
      execution of the Agreement, the Entrusted Loan Agreement and other Related
      Loan Documents, the Borrower
provides:

              


      

       

      
        	
                i)  
        

              	
                Monthly
      financial statements of the Borrower during the term of the Entrusted Loan
      (Balance Sheet, Cash Flow Sheet and Income
  Statement);

              


      

       

      
        	
                ii) 
        

              	
                All
      information of the supervised bank accounts and monthly bank statements
      for Project Baqiao A and B of the Borrower during the term of the
      Entrusted Loan;

              


      

       

      
        	
                c)  
        

              	
                After
      execution of the Agreement, the Entrusted Loan Agreement and other Related
      Loan Documents, the Borrower
provides:

              


      

       

      
        	
                i)  
        

              	
                Monthly
      sales report and photocopies of the monthly sales invoices of Project
      Baqiao A and B;

              


      

       

      
        	
                ii) 
        

              	
                Reports
      of abnormal selling situations of Project Baqiao A and B: the lowest
      selling price of Project Baqiao A and B and the monthly lowest selling
      price shall be determined according to the table
  below:

              


      

       

      
        	
                RMB
      Yuan / m2

              	
                Monthly
      Lowest Price

              	
                Monthly
      Average Price

              
	
                High
      Rise by River

              	
                7,500

              	
                9,000

              
	
                Sub-High
      Rise

              	
                5,000

              	
                5,600

              
	
                Garden
      House

              	
                6,000

              	
                7,500

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      If any
price of Project Baqiao A and B is lower than the price above, the Borrower must
notify the Entrusted Lenders in writing and obtain the approval of the Entrusted
Lenders;

       

      
        	
                iii)
        

              	
                Report
      of special situations of business operations of the Borrower: during the
      term of the Entrusted Loan, if any of the following occurs:  for
      any single expense of more than RMB 1,000,000 which falls outside the
      scope of the budget verified by both parties in advance, or any monthly
      accumulated expense of more than RMB 3,000,000, the Borrower mush notify
      the Entrusted Lenders in writing and obtain the approval of the Entrusted
      Lenders;

              


      

       

      
        	
                iv)
        

              	
                For
      any matters requiring written approval of the Entrusted Lenders under this
      article, the Entrusted Lenders shall reply to the Borrower within three
      (3) working days of the written approval application (including
      application by way of email) by the Borrower. It shall be deemed as
      approved if the Entrusted Lenders have not replied within the three-day
      period.

              


      

       

      
        	
                d)  
        

              	
                Other
      information and documents that the Entrusted Lenders may require the
      Borrower to provide according to the Agreement, the Entrusted Loan
      Agreement and other related
agreements.

              


      

       

      
        	
                5.  

              	
                Cash Flow of the
      Borrower during the Term of the Entrusted Loan

              


      

       

      
        	
                a)  
        

              	
                The
      Borrower agrees to use all the disposable sales revenues (including
      revenues of presale) of the real estate development project as indicated
      in the Land Use Right certificate of Project Baqiao A and B as the source
      for the Borrower to repay the Entrusted
Loan.

              


      

       

      
        	
                b)  
        

              	
                The
      Borrower agrees to use the cash flow index in the table below as the
      financial index that the Borrower shall complete during the term of the
      Entrusted Loan.

              


      

       

      Monthly
cash in >90%; Monthly cash out
for each item (project money, marketing expenses, taxes) ≤100%,are explained in
the table below (Currency:RMB (Thousand
Yuan))

       

      
        	
                After
      Entrusted Loan

              	
                Budget
      of Cash Out

              
	
                First
      Month (Tentatively January, 2011)

              	
                322,365,600

              
	
                Second
      Month

              	
                6,378,894

              
	
                Third
      Month

              	
                7,277,518

              
	
                Fourth
      Month

              	
                7,332,500

              
	
                Fifth
      Month

              	
                25,138,093

              
	
                Sixth
      Month

              	
                12,498,627

              
	
                Seventh
      Month

              	
                32,854,966

              
	
                Eighth
      Month

              	
                23,460,174

              
	
                Ninth
      Month

              	
                62,921,542

              
	
                Tenth
      Month

              	
                55,355,340

              
	
                Eleventh
      Month

              	
                49,611,783

              
	
                Twelfth
      Month

              	
                59,529,937

              
	
                Thirteenth
      Month

              	
                46,268,126

              
	
                Fourteenth
      Month

              	
                45,145,910

              
	
                Fifteenth
      Month

              	
                80,051,088

              
	
                Sixteenth
      Month

              	
                44,038,253

              
	
                Seventeenth
      Month

              	
                46,583,339

              
	
                Eighteenth
      Month

              	
                51,946,242

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                After
      Presale

              	
                Sales
      Cash Flow Target

              
	
                Firth
      Month(Tentatively
      July, 2011)

              	
                RMB60,000,000

              
	
                Second
      Month

              	
                RMB40,000,000

              
	
                Third
      Month

              	
                RMB12,000,000

              
	
                Fourth
      Month

              	
                RMB11,000,000

              
	
                Fifth
      Month

              	
                RMB11,000,000

              
	
                Sixth
      Month

              	
                RMB80,000,000

              
	
                Seventh
      Month

              	
                RMB80,000,000

              
	
                Eighth
      Month

              	
                RMB80,000,000

              
	
                Ninth
      Month

              	
                RMB80,000,000

              
	
                Tenth
      Month

              	
                RMB95,000,000

              
	
                Eleventh
      Month

              	
                RMB90,000,000

              
	
                Twelfth
      Month

              	
                RMB120,000,000

              


      

      


       

      The
figures above can be adjusted upon ratified by both parties.

       

      
        	
                c)   
       

              	
                According
      to the actual situation of development of Project Baqiao A and B, the
      Entrusted Lenders agree that the cash flow data of the Borrower may be
      deviated from those as determined by the table above under this article.
      However, the cash sales revenue, cash out for each item, all the
      increasing amount of the payable accounts and cash out of the current
      month of the Borrower shall not exceed the floating proportion of the
      current month.

              


      

       

      
        	
                d)   
       

              	
                According
      to the cash flow index determined by item (2) of this article, if the
      Borrower fails to achieve the stipulated index for two months
      consecutively, or the net cash flow index of the Borrower for two
      accumulated moths is lower materially than the stipulated index, the
      Entrusted Lenders may request the Borrower to provide other information of
      sources to repay the Entrusted Loan and have the right to stop
      payments out of all the bank accounts of Project Baqiao A and
      B.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                e)   
       

              	
                If
      the Borrower did not use or did not fully use the above expenditure
      amount, the un-used part may be used by the following
    month.

              


      

       

      If the
monthly cash in exceeds the above amount, the exceeding part, deducting the
amount to repay the principal and interests and related expenses of the
Entrusted Lenders, may be used to pay the construction investment of the project
that falls outside of the plan.  Except for the expenditures paid by
the Borrower according to item (2) of this article, the Borrower shall not incur
other payables.

       

      
        	
                6.  

              	
                The
      Borrower shall maintain the mortgage rate lower than 50% at any time. The
      Entrusted Lenders will carry out formal inspection during the end the
      fourth and the eighth month. Mortgage rate refers to the rate between the
      un-repaid principal and the value of the collateral that has not been sold
      or rented; the value of the collateral shall be determined according to
      the evaluation made by the independent appraisal institution as approved
      by the Entrusted Lenders. If the aforesaid provision is violated, the
      Borrower shall provide other collaterals that are under no mortgages and
      accepted by the Entrusted Lenders in order to maintain the mortgage rate
      lower than 50%. If the mortgage rate is higher than 50%, the Entrusted
      Lenders and the Lending Bank have full discretion to discharge the
      mortgage registration on the collateral that exceeds the mortgage
      rate.

              


      

       

      
        	
                7.  

              	
                The
      Borrower promises that, unless agreed by the Entrusted Lenders, the
      assets-liabilities ratio of the Borrower shall not exceed
    70%.

              


      

       

      Article
15: Other
Promises

       

      The
Borrower hereby promises to the Entrusted Lenders: Unless obtaining prior
written consent of the Entrusted Lenders, before the Borrower repays back all
the Entrusted Loan and related expenditures, the Borrower will not engage in the
following:

       

      
        	
                1.  

              	
                Contract
      Validity

              


      

       

      Without
written consent of the Entrusted Lenders, the Borrower will not engage in or
agree to engage in any actions or nonfeasance that will render the Agreement,
the Entrusted Loan Agreement and other Related Loan Documents invalid, revocable
or unenforceable. The Borrower will take any steps necessary to keep the
Agreement, the Entrusted Loan Agreement and other Related Loan Documents valid
and binding.

       

      
        	
                2.  

              	
                Other
      Mortgages

              


      

       

      Unless
otherwise provided by the Agreement and agreed by the Entrusted Lenders in
writing, the Borrower will not create other mortgages, pledges, assignments or
liens to third parties on the assets of Suo Di, Junjinyuan Phase II Commercial
Estate and Project Baqiao A and B (including, and without limitation, the land
use right and the buildings thereon under the Land Use Right Certificate owned
by Suo Di, the Land Use Right Certificate of Junjinyuan Phase II Commercial
Estate and the Land Use Right Certificate of Project Baqiao A and
B).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                3.  

              	
                Other
      Borrowings

              


      

       

      Unless
otherwise provided by the Agreement and agreed by the Entrusted Lenders in
writing, the Borrower will not make any lending against Project Baqiao A and B.
However, the Borrower may borrow provided that nothing contradicts with the
provisions of the Agreement, the Entrusted Loan Agreement and other Related Loan
Documents.

       

      
        	
                4.  

              	
                Assets
      Disposal

              


      

       

      Without
written consent of the Entrusted Lenders, the Borrower will not contract with or
promise to any third parties to dispose, realize, sell, transfer, or waive part
or all the assets (including the assets that the Borrower has or will have,
regardless of via one single deal, or multiple affiliated or non affiliated
deals, with or without consideration, at market price or not, at certain point
of time or during a period of time) against Project Baqiao A and B;

       

      
        	
                5.  

              	
                External
      Guarantee

              


      

       

      
        Without
written consent of the Entrusted Lenders, the Borrower will not provide any
borrowing, advance expenditure, guarantee, promise or enter into any related
contracts regarding Project Baqiao A and B with any third parties, or debts or
legal liabilities of any third parties;

      

       

      
        	
                6.  

              	
                Company Organization
      and Company Controlling

              


      

       

      Without
written consent of the Entrusted Lenders, the Borrower will not merge into or
with any other companies, institutions, organizations or partnership; or take
any steps for dissolution, bankruptcy, liquidation or suspension of business of
the Borrower. Without written consent of the Entrusted Lenders, the Borrower
will not consent to or approve any changes to the share structure, controlling
power or assets of the Borrower;

       

      
        	
                7.  

              	
                Changes to Registered
      Capital and Decision-Making
Organ

              


      

       

      Without
written consent of the Entrusted Lenders, the Borrower will not reduce the
registered capital in any way, directly or indirectly; or engage in any actions
that will impact the controlling power of the Board of Directors or the
Decision-Making Authority, except for the registered capital increasing that has
been disclosed to the Entrusted Lenders before execution of the Agreement and
that will be implemented;

       

      
        	
                8.  

              	
                Changes to
      Business

              


      

       

      Without
written consent of the Entrusted Lenders, the Borrower will not make material
changes or give up the businesses for development and management of real estate
projects, or make any changes to the organizational structure or personnel that
will impact the scale of the business of the Borrower;

       

      
        	
                9.  

              	
                Allocation of
      Dividends

              


      

       

      Without
written consent of the Entrusted Lenders, the Borrower will not use the profits
of Project Baqiao A and B to allocate dividends or assets to its shareholders or
partners, or engage in any other actions of dividends allocation or shares
realization;

       

      
        	
                10.  

              	
                Purchase of Affiliated
      Companies

              


      

       

      Unless it
is necessary for the Borrower to establish project company for development of
new real estate projects, without written consent of the Entrusted Lenders, the
Borrower will not directly or indirectly establish any other subsidiary
companies, directly or indirectly purchase affiliated companies, or directly or
indirectly invest in other companies or projects;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.  

              	
                Opening Bank
      Accounts

              


      

       

      Without
written consent of the Entrusted Lenders, the Borrower will not independently or
jointly with other institutions open bank accounts in relation to Project Baqiao
A and B;

       

      The bank
account that has been opened by the Borrower for Project Baqiao A and B are the
following:

       

      Bank
Account Name: (to be determined)

       

      
        	
                12.  

              	
                Provisions for
      Violation of the Supervision
Agreement

              


      

       

      Without
written consent of the Entrusted Lenders, the Borrower will fully perform its
obligations pursuant to the Supervision Agreement. No violations of the
Supervision Agreement will occur;

       

      
        	
                13.  

              	
                Without
      written consent of the Entrusted Lenders, the Borrower will not engage in
      any actions that the Entrusted Lenders reasonably believe that will have
      material impact on the Borrower’s ability to repay the Entrusted
      Loan.

              


      

       

      Article
16:Breach of
the Agreement

       

      
        	
                1.  

              	
                After
      the Agreement becomes effective, both parties to the Agreement shall fully
      perform the obligations under the Agreement, the Entrusted Loan Agreement
      and other Related Loan Documents. Any party failing to perform the
      contractual obligations shall be responsible for the breach and compensate
      the loss suffering by the non-breaching
party.

              


      

       

      
        	
                2.  

              	
                The
      Borrower will be breach the Agreement if any of the following
      occurs:

              


      

       

      
        	
                a)  
        

              	
                No
      Payment when due

              


      

       

      Pursuant
to the Agreement, the Entrusted Loan Agreement and other Related Loan Documents,
the Borrower has not repaid the payable amount, including, and without
limitation, repayment of the principal, interests and other expenditures of the
Entrusted Loan, and the delay is more than for ten (10) working
days;

       

      
        	
                b)  
        

              	
                Violation
      of Liability, Promise and
Obligation

              


      

       

      Except
for force majeure or the delay or relief that has been agreed upon by the
Borrower and the Entrusted Lenders due to changes of market environment, the
Borrower fails to complete the project targets under Article 14(5) for two
consecutive months; or the Borrower fails to perform the liabilities,
representations, guarantees, promises and obligations under the Agreement, the
Entrusted Loan Agreement and other Related Loan Documents;

       

      
        	
                c)  
        

              	
                Violation
      of Representations, Statements and
Guarantees

              


      

       

      Any
representations, statements, guarantees made by the Borrower in the Agreement,
the Entrusted Loan Agreement and other Related Loan Documents are false or
misleading; or the Borrower makes any notice, authorization, approval, consent,
registration or other documents when the Borrower knows that they are false or
misleading; or the Borrower knows that the above representations, statements or
guarantees have been proved to be invalid, or revoked or not binding
anymore;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                d)  
        

              	
                Loss
      of Ability to Repay

              


      

       

      The
financial situation is the Borrower is materially deteriorating; or the Borrower
has no ability or admits that it has not ability to repay the Loan; or the
Borrower has stopped or suspended paying all or part of the debts due; or the
Borrower has started the negotiation or taken other steps for the purpose of
re-organizing, or re-arranging or extending the repayment term of all or part of
its debts, or for purpose of joint allocation, arrangement and settlement for
the benefit of its creditors;

       

      
        	
                e)   
       

              	
                Substantial
      Business Change and Assets Disposal

              


      

       

      The
Borrower stops or may stop any substantial part of its business; the Borrower
substantially changes or may substantially change the nature or scope of it
business; or the Borrower substantially disposes or may substantially dispose
all or part of its business or assets; or the Borrower amends its Articles of
Association without notifying the Entrusted Lenders, including amendments to the
business scope, the registered capital of the Borrower or substantial amendments
to other important contents of the Articles of Association;

       

      
        	
                f)   
       

              	
                Material
      Litigation

              


      

       

      The
Borrower, or its controlling shareholder, or the actual controller, or the
affiliated companies are involved in material litigation and/or arbitration; or
the substantial assets of the Borrower are detained, attached, freezed, or
enforced or under other procedures to the same effect; or the legal
representative, director, supervisor, or other senior management of the Borrower
are involved in litigation, arbitration or other procedures that entails the
Entrusted Lenders to reasonably believe that the said litigation, arbitration,
or other procedures will or may have an adversely material impact on the ability
of the Borrower to perform the Agreement, the Entrusted Loan Agreement and other
Related Loan Documents;

       

      
        	
                g)   
       

              	
                Liquidation
      or Bankruptcy

              


      

       

      The
Borrower is in the process of suspension of business, liquidation,
reorganization, dismissing, bankruptcy (except the reorganization in which the
liability would be repaid with the consent of the lender), being taken over or
entrusted, revocation or cancelation of its business license; or any of such
proceedings have commenced, or such administrative orders have been made, or
such valid resolutions have been passed; or the liquidator, bankruptcy
administrator, receiver, trustee or any other similar personnel have been
designated or appointed to the business or asset, in part or in whole, of the
lender or its controlling shareholders or its actual controller or its
affiliates.

       

      
        	
                h)   
       

              	
                Violation
      of the Laws

              


      

       

      As a
result of the fault or negligence of the Borrower, this Agreement, the Entrusted
Loan Agreement and relevant loan agreement, in part or in whole, lose its legal
validity, or are revoked or become null and void or unenforceable due to any
other causes(including the statutory requirements); or the performance of the
obligation under this Agreement, the Entrusted Loan Agreement and Related Loan
Documents by the Borrower, becomes impossible or illegal; or the exercise any or
all of the rights, powers and remedies of this Agreement, the Entrusted Loan
Agreement and Related Loan Documents becomes impossible or illegal;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                i)   
       

              	
                Coercive
      Measures

              


      

       

      The
pledge or collateral provided by the Borrower or its controlling shareholders or
actual controller or its affiliates, have been placed with coercive measures by
state judicial authorities or other competent authorities; or the Borrower or
its controlling shareholders or actual controller or its affiliates have not
provided the completed formalities or authentic materials with respect to such
pledge or collateral in compliance with the requirements of the Entrusted
Lenders; or the Borrower or its controlling shareholders or actual controller or
its affiliates conceal the status of the pledge or collateral that joint
ownership, disputes, detrain, seizure, custodian exists or such pledge or
collateral has been pledged or collaterized, which incurs damages to the
Entrusted Lenders.

       

      
        	
                j)   
       

              	
                Depreciation
      of the guaranteed property

              


      

       

      Without
the written consent of the Entrusted Lenders, the Borrower or its controlling
shareholder or its actual controller or its affiliates dispose the guaranteed
property such as the pledge, collateral, etc. by the means of granting,
exchanging, sale, issuing orders or any other methods; or in the event of the
guaranteed property such as the pledge, collateral, etc. suffers depreciation,
losses, material damage, with insurance or not, the Entrusted Lenders reasonably
believes that such event has materially impaired the ability of the Borrower
pertaining to the performance of the Entrusted Loan Agreement and Related Loan
Documents.

       

      
        	
                3.  

              	
                Acceleration of
      Maturity

              


      

       

      Any of
the breaching events under Clause 2 of this article occurs, it shall be deemed
as violating the Entrusted Loan Agreement and/or endangering the security of the
loan, and regardless of the continuance of breaching events, the Entrusted
Lenders may, in written notice, inform the Borrower to:

       

      
        	
                a)  
        

              	
                declare
      cancel all the Entrusted Loan; or

              


      

       

      
        	
                b)  
        

              	
                declare
      the immediate maturity of the Entrusted Loan and the guaranteed liability
      without any other legal measures regarding
it.

              


      

       

      Upon the
issuance of such notice, the Borrower shall repay all the Entrusted Loan and the
guaranteed liability promptly, or repay in accordance with the period and amount
required by the Entrusted Lenders or the Lending Bank.

       

      Provided
that, with respect to the events stipulated in the articles 2(a), (b), (c), (e),
(f), (h), (i), and (j) of this article, the Entrusted Lenders shall issue a
written notice requiring the Borrower to rectify and reform with a grace period
of fifteen (15) business days; if within such grace period, the Borrower has not
provided the rectification and reformation that satisfies the Entrusted Lenders,
the Entrusted Lenders may adopt the stipulations under this
article.

       

      
        	
                4.  

              	
                Overdue
      redemption

              


      

       

      In the
event that the Borrower does not repay the Loan in accordance with the period
and amount required by the Entrusted Lenders or the Lending Bank according to
the Clause 3 of this article, the Entrusted Lenders may elect to require the
Borrower pay the overdue interest subject to the Clause 5 of the Article 6
hereof or require the Borrower to pay the default compensation according to the
Clause 5 of this article.

       

      
        	
                5.  

              	
                Default
      Compensation

              


      

       

      If any of
the breaching events stipulated in Clause 2 of this article occurs, the
Entrusted Lenders will be entitled to require the Borrower to pay the penalty
amounting to 10% of the total sum of the Entrusted Loan.  In the event
that such penalty cannot make up the damage suffered by the Entrusted Lenders,
the Borrower shall compensate any and all of the damage (whether the direct
damage or indirect damage) suffered by the Entrusted Lenders, including but not
limited to, the economic damage regarding the related financing, the capital
cost damage, the relevant financial cost, interest and other cost expenses
(including the damages and expenses arising from the reallocating the fund or
maintaining the capital cost by the Borrower), and any expenditure, damage,
expense (including legal fees) and liability of the Entrusted Lenders incurred
by the breach of the Borrower.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Article
17:  Assignment

       

      
        	
                1.  

              	
                Borrower

              


      

       

      Without
the written consent of the Entrusted Lenders, the Borrower may not assign or
transfer any of the rights and obligations under this Agreement, the Entrusted
Loan Agreement and Related Loan Documents.

       

      
        	
                2.  

              	
                Entrusted
      Lenders

              


      

       

      The
Entrusted Lenders may, at any time, in part or in whole, assign its rights,
interests or obligations under this Agreement, the Entrusted Loan Agreement and
Related Loan Documents, to a third party without the consent of the Borrower,
and such assignee shall be deemed as the signing party to this Agreement, the
Entrusted Loan Agreement and Related Loan Documents and shall enjoy and assume
the same rights and obligations. The Entrusted Lenders shall inform the Borrower
in written notice of the event that it has assigned its liability, in part or in
whole, under this Agreement, the Entrusted Loan Agreement and relevant loan
agreement, to a third party.  As of the date of notice, the Borrower
may be relieved from the part of or whole liability that assigned by the
Entrusted Lenders, and only fulfill the relevant contractual obligation to the
assignee.  The Entrusted Lenders may, at any moment, agree that a
third party participate in or join this Agreement, the Entrusted Loan Agreement
and Related Loan Documents, share its rights or obligations under this
Agreement, the Entrusted Loan Agreement and Related Loan Documents.

       

      
        	
                3.  

              	
                The
      Entrusted Lenders may, without violating the laws and this Side Agreement,
      disclose relevant information including the financial status, the business
      and asset status, the status of this Entrusted Loan and the guaranteed
      property, etc., to the individual or company that might become
      the assignee or participant or intend to make relevant agreement
      arrangement with the Entrusted Lenders, or any governmental departments or
      supervisory authorities, regardless of whether such information has been
      provided in compliance with the provisions of this Agreement, the
      Entrusted Loan Agreement and Related Loan Documents.  Provided
      that the Entrusted Lenders shall disclose the abovementioned information
      in accordance with the principles of confidentiality and
      prudence.

              


      

       

      Article
18:  Expenses

       

      Unless
the Entrusted Lenders terminates the agreement without reasonable causes or
negotiates maliciously, despite whether the Entrusted Lenders have furnished the
Entrusted Loan or not, the Borrower agrees to pay the following
fees:

       

      
        	
                1.  

              	
                The
      Borrower agrees to pay the Entrusted Lenders the appraisal fee, audit fee,
      lawyer fee and other fees and expenditures arising from the execution of
      this Agreement, the Entrusted Loan Agreement and Related Loan Documents.
      The total amount of such fees shall not exceed RMB four hundred thousand
      thousand Yuan (RMB ¥400,000.00),
      and the actual paid amount by the Entrusted Lenders shall
      prevail.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

              	
                All
      the costs and expenditures that the Entrusted Lenders have paid to
      consummate, process, protect, perform and fulfill the right, collateral or
      guarantee under this Agreement, the Entrusted Loan Agreement and Related
      Loan Documents (including but not limited to the notarial fee, taxation
      fee, bank fee, insurance fee, lawyer fee, travelling
      expenses).

              


      

       

      
        	
                3.  

              	
                The
      taxation fees including stamp duty, registration fee, etc., that need to
      be paid by the Entrusted Lenders for the execution, registration, and
      performance of this Agreement, the Entrusted Loan Agreement and other
      Related Loan Documents or for the modification of the Entrusted Loan
      Agreement and Related Loan
Documents.

              


      

       

      
        	
                4.  

              	
                Other
      than the aforementioned fees, the Borrower shall pay the expenses that
      shall be paid by the Borrower in compliance with the Entrusted Loan
      Agreement, arising from the execution and performance of this
      Agreement.

              


      

       

      The
aggregation of the above fees shall be no more than RMB two (2) million Yuan
(RMB¥2,000,000.00). The
above fees paid by the Borrower shall be subject to the actual incurred
amount.

       

      Article
19:  Deduction and Offset

       

      
        	
                1.  

              	
                The
      Borrower authorizes the Entrusted Lenders and the Lending Bank to deduct
      or set aside any funds from the bank account of whichever currency, with
      the Borrower as the beneficiary, in the head office, branches and offices
      of the branches of the Lending Bank, regardless of whether it is the
      current account, deposit account, general account, dedicated account,
      joint account or independent account, whether it has matured or not, and
      whether a notice is needed or not, to offset, in part or in whole, the
      unpaid due liability that shall reside with the Borrower according to this
      Agreement, the Entrusted Loan Agreement and Related Loan Documents.
      The Entrusted Lenders or the Lending Bank shall issue a written notice
      regarding the aforementioned deduction to the Borrower after such
      deduction.

              


      

       

      
        	
                2.  

              	
                Except
      stipulated otherwise by the state competent authorities. The redemption
      order of the deducted fund shall pay the due unpaid expenses of the
      Borrower initially, and then satisfy the due unpaid interest, and in the
      last place repay the due unpaid
principal.

              


      

       

      If the
currency of deducted fund is not consistent with the currency needing to be
cleared, the Entrusted Lenders shall be entitled to settle or purchase the
exchange at the market exchange rate at that moment. The exchange rate risk
shall be assumed by the Borrower.

       

      Article
20:  Determination and Proof of Material Events

       

      
        	
                1.  

              	
                Determination
      of
      Material Events

              


      

       

      The
Entrusted Lenders have the authority to determine whether any certain matter or
event may constitute a material event or substantial event under this Agreement,
the Entrusted Loan Agreement and Related Loan Documents.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

              	
                Proof

              


      

       

      The
Borrower agrees, that the accounting document and certification that records the
due payable principal, interest and other payable items of the Borrower, issued
by the Lending Bank in accordance to the Entrusted Loan Agreement and Related
Loan Documents, as well as its business code shall constitute proof of the
amounts due.

       

      Article
21:  Force Majeure

       

      
        	
                1.  

              	
                If
      any party, cannot perform, in part or in whole, the obligations under this
      Agreement, the Entrusted Loan Agreement and Related Loan Documents as a
      result of the force majeure and without any its own fault, such
      non-performance shall not be deemed as a breach. Provided that such party
      shall adopt every necessary remedial measure as allowed by the condition
      of the moment, to mitigate the damage caused by the force
      majeure.

              


      

       

      
        	
                2.  

              	
                The
      party in the force majeure, shall inform the other party about the status
      of the event in written notice in a timely manner, and shall within ten
      (10) business days of the event, submit a written report stating the
      reasons that such party cannot perform or cannot fully perform the
      obligations under this Agreement, the Entrusted Loan Agreement and Related
      Loan Documents and needs to delay the
  performance.

              


      

       

      
        	
                3.  

              	
                The
      force majeure means the events or acts of god that are unforeseeable,
      unavoidable and insurmountable by any party, including but not limited to
      the following:

              


      

       

      
        	
                a)  
        

              	
                Declared
      or undeclared war, state of war, blockade, embargo, governmental statutes
      or general mobilization, which directly affects the Entrusted Loan
      hereunder;

              


      

       

      
        	
                b)  
        

              	
                Domestic
      riot that directly affects the Entrusted Loan
  hereunder;

              


      

       

      
        	
                c)  
        

              	
                Fire,
      flood, typhoon, hurricane, tsunami, landslide, earthquake, explosion,
      plague or epidemic and other events arising from the natural factors that
      directly affects the Entrusted Loan
hereunder.

              


      

       

      Article
22:  Notice and Delivery

       

      
        	
                1.  

              	
                Address

              


      

       

      Unless
stipulated otherwise hereunder, the parties shall issue or submit every notice,
requirement or correspondence in relation to this Agreement, the Entrusted Loan
Agreement and Related Loan Documents in writing, and deliver by hand, or sent by
post with postage prepaid, facsimile or email addressing the following address
or facsimile number or email address (or the alternative address, facsimile
number, email address provided by the receiver three (3) months in
advance).

       

      Sent to
the Borrower:

      Institution
Name: Xian Xinxing Real Estate Development Co., Ltd.

      Address:
No.6, Youyi Road, Xian

      Receiver:
Mr. Cangsang
Huang

      Facsimile
No.: 029-82582640

      Email
Address: chuang@chldinc.com

      


      Sent to
the Entrusted Lenders:

      Institution
Name: Lending BankTianjin Qiaobo Xin Dao Equity Investment Fund Partnership
(Limited Liability Partnership)

      Address:
Room 2701, Floor 27, One International Financial Centre, No.1, Harbour View
Street, Central, Hong Kong.

      Receiver:
Zhenguo Zhuang

      Facsimile
No: 852 2525 8003

      Email
Address: cdai@cubecap.com,
tchen@cubecap.com,
zzhuang@cubecap.com

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

              	
                Delivery

              


      

       

      The
parties agrees that it shall be deemed as having been served on the following
date as long as it is delivered to the above address: where it is
correspondence, the date shall be the seventh business day as of the dispatch of
the registered mail addressing to the principal business address ( legal person
or its branches, other economic organizations) or domicile address (individual);
where it is delivered by hand, the date shall be the date on which the receiver
signs the receipt; where it is given by facsimile or email, the date shall be
date of transmission.

       

      If The
Borrower sends material notice or requirement to the Entrusted Lenders by
facsimile or email, the Borrower shall serve the original copy (with official
stamp) by personal delivery or by post to the Entrusted Lenders thereafter to
confirm.

       

      The
Borrower agrees that the summons and notice with respect to any action against
the Borrower brought up by the Entrusted Lenders, shall be deemed as having been
served once such summons and notice have been sent to the principal business
address/or domicile address set out in Clause 1 of this Article or the execution
page hereof. The Borrower agrees that the alteration of abovementioned address
may not bind on the Entrusted Lenders unless it informs the Entrusted Lenders
such alteration in writing in prior.

       

      Article
23:  Severability

       

      
        	
                1.  

              	
                Severability

              


      

       

      In the
event that several of the provisions of this Agreement are found to be invalid,
illegal or revoked by the competent People’s court, such provisions shall be
eliminated from this Agreement immediately. Such elimination of the provisions
shall not affect in any aspect the validity and legality of the other provisions
hereof, and shall not compromise the legal effect of the other provisions
hereof.

       

      
        	
                2.  

              	
                Waiver

              


      

       

      The
manner of exercising any of its rights under this Agreement, the Entrusted Loan
Agreement and Related Loan Documents by the Entrusted Lenders shall not
constitute or be deemed as a waiver of such rights. Exercising its rights during
a certain period or partially exercising its rights by the Entrusted Lenders
shall not affect or hinder its exercise of other rights afterwards. The
Entrusted Lenders may exercise their rights simultaneously or
respectively.

       

      Article
24:  Confidentiality

       

      
        	
                1.  

              	
                The
      parties hereto shall maintain the confidentiality of the information
      obtained from the execution and performance of this Agreement, in relation
      to the following:

              


      

       

      
        	
                a)  
        

              	
                articles
      hereof;

              


      

       

      
        	
                b)  
        

              	
                negotiations
      regarding this Agreement;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                c)  
        

              	
                subject
      matter of this Agreement;

              


      

       

      
        	
                d)  
        

              	
                trade
      secret of each party;

              


      

       

      
        	
                e)  
        

              	
                any
      and all of the other matters related to this transaction, this Agreement,
      the Entrusted Loan Agreement and Related Loan
  Documents.

              


      

       

      
        	
                2.  

              	
                The
      parties hereto may disclose the information under Clause 1 of this article
      under the following circumstances:

              


      

       

      
        	
                a)  
        

              	
                requirements
      of the law;

              


      

       

      
        	
                b)  
        

              	
                requirements
      of the competent governmental authorities or supervisory
      organizations;

              


      

       

      
        	
                c)  
        

              	
                disclosure
      to the lawyers and professional consultants of each
  party;

              


      

       

      
        	
                d)  
        

              	
                entrance
      of such information in the public domain that may not be attributed to the
      fault of the parties.

              


      

       

      
        	
                e)  
        

              	
                written
      consent granted by the parties
hereto.

              


      

       

      
        	
                3.  

              	
                This
      article will survive the termination of this Agreement, and shall not have
      any time limit.

              


      

       

      Article
25:  Applicable Laws and Dispute Resolution

       

      
        	
                1.  

              	
                Applicable
      Law

              


      

       

      The
rights and obligations of the parties to this Agreement, the Entrusted Loan
Agreement and Related Loan Documents shall be governed by and construed in
accordance to the PRC laws.

       

      
        	
                2.  

              	
                Dispute
      Resolution

              


      

       

      Any
dispute with respect to this Agreement, the Entrusted Loan Agreement and Related
Loan Documents shall be resolved by negotiation in good faith by the Borrower
and the Entrusted Lenders; if the negotiation fails, any party may submit such
dispute to the court to resolve it by means of litigation. The parties agree
that the competent court shall be identical to the competent court stipulated by
the Entrusted Loan Agreement. During the dispute, except the matters under
dispute, the parties shall continue to perform the provisions that do not
involve in the dispute.

       

      Article
26:  Effectiveness, Amendment and Termination

       

      
        	
                1.  

              	
                This
      Agreement shall be established upon affixation of the official stamp of
      the Entrusted Lenders and the Borrower, as well as signature or seal of
      the legal representative or principal or authorized signatory, and become
      effective upon the completion of the statutory enforcement notarization,
      and terminate upon the full redemption of the guaranteed Entrusted Loan
      under this Agreement, the Entrusted Loan Agreement and Related Loan
      Documents.

              


      

       

      
        	
                2.  

              	
                Upon
      the effectiveness of this Agreement, either party shall not arbitrarily
      amend or terminate this Agreement in advance. If the Agreement needs to be
      amended or terminated, such amendment or termination shall be made upon
      the mutual consent of the parties hereto and the written agreement entered
      by the parties.

              


      

       

      
        	
                3.  

              	
                The
      Entrusted Loan Agreement and relevant loan document shall be an integral
      part of this Agreement. In case there are any conflicts between such
      documents and this Agreement, this Agreement shall
  prevail.

              


      

       

      
        	
                4.  

              	
                This
      Agreement has been executed by and between the following parties on the
      31st day of January, 2011.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      [Remainder
of page intentionally left blank]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      This
Agreement is executed by and between the Entrusted Lenders and the Borrower on
the 31st of January, 2011. The Borrower hereby confirms that, on the execution
of this Agreement, the parties have explained and discussed any and all of the
provisions hereunder detailedly, and holds no doubts or concerns regarding any
and all of the provisions hereunder, and have an accurate and precise
understanding of the legal meanings of the liability restrictions or exemption
articles regarding the rights and obligations of the parties.

      


      
        	
                Entrusted
      Lenders

                Tianjin Qiaobo Xindao
      Equity Investment Fund Partnership (Limited
      Partnership)

                Tianjin Qiaobo Xinde
      Equity Investment Fund Partnership (Limited Partnership) 

                Tianjin Qiaobo Xinren
      Equity Investment Fund Partnership (Limited Partnership) 

                Tianjin Qiaobo Xinyi Equity
      Investment Fund Partnership (Limited Partnership)

                (Official
      Stamp)

                 

                 

                 

                 

                 

              	 	
                Borrower

                Xi’an
      Xinxing Real Estate Development Co., Ltd. 

                (Official
      Stamp)

              
	
                Legal
      Representative or

                Authorized
      Signatory

                (signature
      or seal)

                By:
      /s/ Ruifeng
      Dai                                                                

                Name:
      Ruifeng Dai

                Title:
      Authorized Signatory

                 

                 

              	 	
                Legal
      Representative or

                Authorized
      Signatory

                (signature or
      seal):

                By:
      /s/ Pingji
      Lu                                                      

                Name:
      Pingji Lu

                Title:
      Authorized Signatory

              
	 
      	 	 
      


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Appendix:
Collateral Real Estate Ownership Certificate Number List

      


      
        	
                1

              	
                1150110020-7-1-40102

              
	
                2

              	
                1150110020-7-1-40103

              
	
                3

              	
                1150110020-7-1-40104

              
	
                4

              	
                1150110020-7-8-20101

              
	
                5

              	
                1150110020-7-8-20102

              
	
                6

              	
                1150110020-7-8-20103

              
	
                7

              	
                1150110020-7-8-20104

              
	
                8

              	
                1150110020-7-8-20201

              
	
                9

              	
                1150110020-7-14-20101

              
	
                10

              	
                1150110020-7-14-20102

              
	
                11

              	
                1150110020-7-14-20103

              
	
                12

              	
                1150110020-7-14-20104

              
	
                13

              	
                1150110020-7-20-20101

              
	
                14

              	
                1150110020-7-20-20102

              
	
                15

              	
                1150110020-7-20-20103

              
	
                16

              	
                1150110020-7-20-20104

              
	
                17

              	
                1150110020-7-20-20105

              
	
                18

              	
                1150110020-7-20-20202

              
	
                19

              	
                1150110020-7-26-10101

              
	
                20

              	
                1150110020-7-26-10103

              
	
                21

              	
                1150110020-7-26-10104

              
	
                22

              	
                1150110020-7-26-10105

              
	
                23

              	
                1150110020-7-26-10106

              
	
                24

              	
                1150110020-7-26-10107

              
	
                25

              	
                1150110020-7-26-10108

              
	
                26

              	
                1150110020-7-26-10109

              
	
                27

              	
                1150110020-7-27-10101

              
	
                28

              	
                1150110020-7-27-10104

              
	
                29

              	
                1150110020-7-27-10105

              
	
                30

              	
                1150110020-7-27-10106

              
	
                31

              	
                1150110020-7-27-10107

              
	
                32

              	
                1150110020-7-27-10205

              
	
                33

              	
                1150110020-7-28-10101

              
	
                34

              	
                1150110020-7-28-10102

              
	
                35

              	
                1150110020-7-28-10103

              
	
                36

              	
                1150110020-7-28-10104

              
	
                37

              	
                1150110020-7-28-10105

              
	
                38

              	
                1150110020-7-28-10106

              
	
                39

              	
                1150110020-7-28-10107

              
	
                40

              	
                1150110020-7-28-10108