Exhibit
10.15

    (English
Translation)

    Cover

    


    Index
ZXED2010090230046862

    


    


    


    SPD
BANK

    Financing
Facility Agreement

    


    


    


    SHANGHAI
PUDONG DEVELOPMENT BANK

    


    


    --------------------------------------------------------PAGE
ONE----------------------------------------------------------

    


    


    Financing
Facility Agreement

    


    Company:                                Dalian
Heavy Mining Equipment Manufacturing Co., Ltd. (hereafter
“Client”)

    


    Bank:                                           Shanghai
Pudong Development Bank Co, Ltd,  Dalian Branch (hereafter
“Bank “)

    


    Based on the principles of equality and
mutual benefit, the parties to this Agreement have followed the relevant laws
and regulations and have undergone a friendly negotiation. On the basis of their
equal positions and willingness, the parties to this Agreement hereby entered
into an Agreement according to the following provisions:

    


    Part
I                                General
Terms and Conditions

    


    
      
        	
                1. 

              	
                Agreement. 
      Any
      documents entered into and signed by and between the Client and Bank,
      including the covenant to change the amount of the loan (see “Appendix
      I”)  and the other financing covenants are parts of this
      Agreement and shall be read in whole with this
  Agreement.

              


      

    

    


    
      
        	
                2. 

              	
                Credit Facility. 
      For
      the purposes of this Agreement, the term of the credit facility refers to
      any term indicated in the Credit Facility Schedule (Part II of this
      Agreement) or any other valid agreement to change the credit facility,
      whichever is the latter.  Client shall submit its proposed
      credit facility within the timeframe set forth by such term to the
      Bank.  If any submission of such proposal exceeds the term of
      the credit facility, whether or not the facility is exhausted, Bank shall
      have the right to deny.

              


      

    

    


    Client
shall pay the commitment fee in accordance with the rate schedule and manner set
forth by the Credit Facility Schedule based on the approved credit
facilities.

    


    
      	
              3.

            	
              Change of Credit
      Facility. If there is any provision inconsistent with the Credit
      Facility Schedule (including any change to such schedule by agreement by
      and between the Client and Bank to change the credit facility from time to
      time), the latter shall prevail.  If any financing covenants
      signed by the Client and Bank within the credit facility is inconsistent
      with this Agreement, for any business or affair covered by such document,
      this covenant shall prevail.

            


    

    


    Regardless
of the aforementioned provision, the Bank shall have the right to terminate the
disbursement or declare the early maturity of the credit facility under any
subsidiary financing documents, provided that it is necessary to secure the
debt, at its own discretion.  In the event of early maturity, the
Client shall immediately repay the disbursed amount; in the event of the
issuance of letter of credit, performance bond, draft pursuant to application,
the Client shall fill the margin to 100%.

    


    Page 1 of
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              4. 

            	
              Finance. 
      According
      to this Agreement or any subsidiary covenant, within the maximum approved
      amount of loan and its term, the Client shall be able to apply for and the
      Bank shall (but is not obligated to) make a loan to the Client by
      providing a Line of Credit (generally named as “Financing” in this
      Agreement). The forms of Financing include: short-term loan, discount note
      (including agreed interest payment), note endorsement (Client as drawer
      and payer), factoring agreement, export L/C (including domestic letter of
      credit), import L/C, packing loan, documentary collection, opening of L/C
      (including Use L/C payable at sight and domestic L/C), issuance of
      performance bond (including standby) and issuance of bank
      draft.  The applicable financing form depends on the specifics
      set forth by the Table of Loan
Amount.

            


    

    


    
      
        	
                5.

              	
                Subsidiary
      Covenant.  For
      the purposes of this Agreement, the subsidiary covenant refers to any of
      the following documents signed by Client
:

              


      

    

     

    
      	
               
      

            	
              1)

            	
              In
      respect of short term loan, the cash flow loan agreement or any other
      document possibly signed by Client;

            


    

    
      	
               
      

            	
              2)

            	
              In
      respect of discount note, the discount note agreement or any other
      document possibly signed by Client;

            


    

    
      	
               
      

            	
              3)

            	
              In
      respect of note endorsement, the note endorsement agreement or any other
      document possibly signed by Client;

            


    

    
      	
               
      

            	
              4)

            	
              In
      respect of factoring financing, the factoring financing agreement or any
      other document possibly signed by
Client;

            


    

    
      	
               
      

            	
              5)

            	
              In
      respect of export L/C (including domestic L/C), documentary collection,
      the export L/C, documentary collection agreement or any other document
      possibly signed by Client;

            


    

    
      	
               
      

            	
              6)

            	
              In
      respect of import L/C, the import L/C agreement or any other document
      possibly signed by Client;

            


    

    
      	
               
      

            	
              7)

            	
              In
      respect of packing loan, the packing loan agreement or any other document
      possibly signed by Client;

            


    

    
      	
               
      

            	
              8)

            	
              In
      respect of opening of L/C, the L/C opening agreement or any other document
      possibly signed by Client;

            


    

    
      	
               
      

            	
              9)

            	
              In
      respect of issuance of Guarantee or Standby Letter of Credit, the
      Guarantee or standby letter of credit issuance
  agreement;

            


    

    
      	
               
      

            	
              10)

            	
              In
      respect of bank draft, the bank draft agreement or any other document
      possibly signed by Client.

            


    

     

    The
credit facility is revocable at any time prior to Bank’s agreement to disburse
any loan to Client according to this Agreement and the conditions enacted in
subsidiary covenants or Bank’s announcement of its commitment.  On the
other side, the Client shall not revoke or amend any agreement signed by it or
any proposed financing application/agreement, otherwise, the Client shall be
held liable for any cost, expense or loss of Bank caused by the Client’s such
revocation or amendment.

    


    
      
        	
                6. 

              	
                Submission of
      Documents.  Client
      promises to submit the following documents or to satisfy the relevant
      conditions prior to the signature of this Agreement or at the request of
      Bank. However, Bank has no duty to authenticate those
      documents;

              


      

    

    


    
      	
               
      

            	
              1)

            	
              Copy
      of Client’s latest article of association or business
    license;

            


    

    
      	
               
      

            	
              2)

            	
              Board
      decision authorizing Client to sign this Agreement or relevant subsidiary
      financing documents (if article of association places limits on the legal
      representative’s authority to
sign);

            


    

    
      	
               
      

            	
              3)

            	
              Sample
      of Client’s authorization signed by authorized agent or
      representative;

            


    

    
      	
               
      

            	
              4)

            	
              All
      other subsidiary financing documents signed by the Client pursuant to the
      requirement of Bank;

            


    

     

    Page 2 of
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              5)

            	
              The
      designated date of disbursement by Client or the requirement that the
      opening date of L/C, Guarantee, bank draft by Bank is within the Bank’s
      business day;

            


    

    


    
      	
               
      

            	
              6)

            	
              All
      other documents or conditions required by Bank from time to
      time.

            


    

    


    
      
        	
                7.

              	
                Occupied Credit
      Facility.  Refers
      to the total amount of disbursed financing facilities under this Agreement
      or the subsidiary covenants to the Client but not yet repaid plus the
      announced commitment as per request of Client.  It shall not
      include the Client’s or its guarantor’s collateral in the form of cash
      (including guarantees and the etc.)  and paid to the Bank,
      unless otherwise agreed.

              


      

    

    


    
      
        	
                8. 

              	
                Revolving Facility. 
      To
      revolving financing facilities, upon the Client’s performance of its
      duties under this Agreement or the ancillary financing documents
      (including repayment of the relevant financing facilities, fulfillment of
      100% margin, discharge of Bank’s disbursement obligation and so on), the
      amount of the occupied financing facilities being performed will be
      recovered and the Client can continue to apply for financing facilities
      under this Agreement. Once the non-revolving financing facilities are
      occupied, it shall not be recycled unless agreed by the Bank. Unless
      otherwise agreed, the Bank shall have right to review the profile of
      Client or the collateral annually.  Once the review is
      satisfied, the Client shall continue to use the financing facilities,
      otherwise, the Bank shall have right to cancel the financing facilities
      starting from the next fiscal year. Under such circumstance, except for
      the valid ancillary financing documents, the unused and the to-be-returned
      financing facilities is prohibited from being
  used.

              


      

    

    


    
      
        	
                9.

              	
                Guarantee. 
      If
      the credit facility under this Agreement is guaranteed, the precedent
      condition for Client’s application is such guarantee document shall be
      signed and take effect.  If the credit facility schedule sets
      forth requirements to the ratio of margin for the issuance of L/C,
      Guarantee/Standby Letter of Credit, Bank draft, the precedent condition
      for Client is the full payment to such ratio of margin.  If
      Client applies for the change of the credit facility and results in the
      increase of maximum credit facility, the Client shall increase the
      guarantee or encourage the guarantor to affirm the change and increase the
      guarantee.

              


      

    

    


    
      
        	
                10.

              	
                Tax.  Unless
      the client is required to deduct any tax from repayment under the law; the
      client shall repay in the full amount under this Agreement and shall not
      make any deduction.  If Client must deduct relevant tax by the
      law, the client shall present the proof of tax within fifteen (15) days of
      deduction. In the meanwhile, the Client shall submit extra payment to Bank
      so that the total payment received by the Bank is equal to the amount not
      being deducted.

              


      

    

    


    
      
        	
                11. 

              	
                Declaration and
      Warranty. Client
      hereby announces the following declaration and warranty, which is deemed
      to be announced repetitively by the Client at each time of Bank’s
      disbursement under this Agreement or its ancillary financing
      documents.

              


      

    

     

    
      	
               
      

            	
              1)

            	
              Client
      is a corporation registered and established pursuant to the law of China
      (excluding Hongkong, Macro and Taiwan, the same as below). It is
      authorized to sign this Agreement and any other document relevant to this
      Agreement. It has adopted any necessary corporate action to legalize,
      validate and enforce this Agreement and any other relevant
      documents.

            


    

     

    Page 3 of
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              2)

            	
              Client’s
      execution and performance of this Agreement does not and will not
      contradict with any other agreement, document, and article of association,
      any applicable law, regulation or administrative rule, any document of
      relevant authority, judgment and decision.  The Agreement also
      does not contradict with any other duties or arrangements made by the
      Client.

            


    

    


    
      	
               
      

            	
              3)

            	
              Client
      and its shareholder and subsidiary corporation have not been placed in any
      proceeding of wind-up, bankruptcy, rehabilitation, merger and acquisition,
      division, restructuring, dissolution, insolvency, suspension or any other
      similar legal proceeding, nor are they in any circumstances that would
      result in the application of such
proceeding.

            


    

    


    
      	
               
      

            	
              4)

            	
              Client
      is not involved in any economic, civil, criminal, administrative or
      arbitrative proceeding which might cause significant negative effect on
      it, nor is it involved in any circumstances which might result in the
      engagement in such proceeding or arbitration
  procedure.

            


    

    


    
      	
               
      

            	
              5)

            	
              None
      of the major assets of client’s legal representative, director,
      superintendent other senior managers and its clients is under any kind of
      enforced execution, forfeiture, custody, freeze, lien or temporary
      receiver, nor does any of them get involved in any circumstance giving
      arise to such measurement.

            


    

    


    
      	
               
      

            	
              6)

            	
              Any
      financial documents (if any) submitted by the Client are in compliance
      with the law of China. They are truly, completely and fairly reflecting
      the financial situation of Client.  Any material, document,
      information provided by the Client during its execution and performance of
      this Agreement and regarding itself and the guarantor are true, effective,
      accurate and complete without any concealment or
  omission;

            


    

    


    
      	
               
      

            	
              7)

            	
              Any
      business of the Client is strictly complies with the applicable laws and
      regulations.  Client shall operate its business strictly
      conforming to its business license or within the scope of business under
      the law and shall complete the annual registration procedure in a timely
      fashion.

            


    

    


    
      	
               
      

            	
              8)

            	
              Client
      guarantees the non-existence of any situation or affair which would give
      arise to any significant negative effect on its performing
      capacity.

            


    

    


    
      
        	
                12.

              	
                Commitment. 
      Client
      hereby makes the following
commitments:

              


      

    

    


    
      	
               
      

            	
              1)

            	
              Client
      shall strictly comply with and perform its duties under this Agreement or
      any ancillary financing agreement.

            


    

    


    
      	
               
      

            	
              2)

            	
              Unless
      otherwise agreed, Client shall repay the loan or advance in a timely
      fashion according to this Agreement or the ancillary financing documents
      or fulfill 100% of the margin as required by the Bank.  Client
      shall  complete and obtain any
      approval,  authorization, registration or permission as required
      by the applicable law and regulations and shall maintain their validity in
      order to properly sign and perform this Agreement  and any other
      relevant documents. Upon the Bank’s request, Client shall provide the
      proof of such document.

            


    

    


    
      	
               
      

            	
              3)

            	
              Immediately
      within five business days of knowledge about its involvement in any
      significant negative economic, civil, criminal or administrative
      litigation proceeding or similar arbitrative procedure, or five business
      days of knowledge about any enforced execution, forfeiture, custody,
      freeze, lien or temporary receiver of its major assets, the Client shall
      notify the Bank in a writing to provide a detailed explanation of the
      effect and remedy adopted or planned to be
  adopted.

            


    

    


    
      	
               
      

            	
              4)

            	
              Unless
      agreed by the Bank in writing, Client shall not attempt to clear any debt
      with a large amount owed to a third party other than the Bank, nor shall
      it attempt to perform any duty of suretyship to
  such.

            


    

    


    
      	
               
      

            	
              5)

            	
              Unless
      agreed by the Bank in writing, Client shall not cause any large amount of
      liability or be liable, or attempt to provide security with priority in
      any form or place any lien for either its own or any third party’s
      debt;

            


    

     

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              6)

            	
              Starting
      from signatory date of this Agreement, before the full repayment of this
      Agreement or the ancillary financing document and unless agreed by the
      Bank, Client shall not

            


    

    


    
      	
               
      

            	
              i.

            	
              Proceed
      to wind-up, rehabilitation, bankruptcy, merger or acquisition, division,
      restructuring, dissolution, insolvency or suspension of business or any
      similar legal proceeding.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Unless
      necessary for the regular operation, sell, rent, give, transfer or depose
      of its major assets in any other
way.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Change
      the structure of shares.

            


    

    
      	
               
      

            	
              iv.

            	
              Sign
      any agreement or contract or make an agreement which shall significantly
      affect Client’s capacity to perform this Agreement or commit to perform
      the same.

            


    

    


    
      	
               
      

            	
              7)

            	
              Whenever
      any particular circumstance or change occurs to the guarantee under this
      Agreement, the Client shall timely provide other guarantee required and
      acceptable by the Bank. Such particular circumstance or change include but
      are not limited to the guarantor’s end of business, insolvency,
      dissolution, suspension, revocation of business license, application or
      applying for restructuring and bankruptcy,  significant change
      in its operation or financial situation, engagement with the significant
      litigation or arbitration,  legal representative, director,
      superintendent and major management’s engagement  in any
      criminal proceeding,  the reduction of collateral’s value or
      potential risk of such, the forfeiture of collateral or its subject to
      other temporary preliminary order, breach of duty under the guarantee
      contract, request to rescind the guarantee contract and so
    on.

            


    

     

    
      	
               
      

            	
              8)

            	
              Upon
      the request of Bank, Client shall complete the enforceable procedure of
      notary public before the notary public authority designated by Bank.
      Client shall bear the expense and voluntarily accept such
      enforcement.

            


    

     

    
      	
               
      

            	
              9)

            	
              Client
      shall notify the Bank if any incident which shall have effect on its
      performance under this Agreement or relevant
  documents.

            


    

    


    
      	
               
      

            	
              10)

            	
              Exclusive
      commitment of group clients (applicable to group clients) If Client to
      this Agreement is group clients, Client hereby
  commits:

            


    

    


    
      	
               
      

            	
              i.

            	
              Client
      shall timely report any transaction equivalent to or above 10% of net
      assets of the accredited party, including a. relation between the
      transaction parties; b. subject and nature of transaction; c. amount of
      transaction or its ratio; d. pricing policy (including non-monetary or
      symbolized monetary transaction).

            


    

    


    
      	
               
      

            	
              ii.

            	
              Any
      of the following events of the accredited party shall be deemed a Client’s
      breach of duty under this Agreement and shall enable the Bank at its sole
      discretion to rescind any credit not used by the Client, retrieve partial
      or entire used credit or require Client to put up % 100 margins: a.
      submission of fraudulent document or concealment of significant financial
      affair; b. change of intended use of credit without the approval of
      Bank,  divert use of credit or engagement of illegal or violated
      transaction by use of credit; c.  utilize fraudulent contract
      with relevant party and receivable draft or receivable account which has
      no actual trading background  for bank endorsement or collateral
      in exchange for cash or credit of bank; d. decline any supervision or
      examination of  Bank to its utility of credit or capital and its
      operation of finance; e.  the occurrence of a significant merger
      or acquisition or restructuring that the Bank believes it is going to
      effect the safety of credit; f. attempt to evade the liability to the Bank
      through a relevant transaction.

            


    

     

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                13.

              	
                Fee and
      Expense.  For any fee and expense advanced by Bank regarding
      the modification, signature, enforcement, notary public or registration of
      this Agreement or relevant documents, upon the request of Bank, Client
      shall immediately reimburse to Bank. Unless the tax required by law and
      payable by Bank, Client shall pay the stamp duty and other tax under this
      Agreement or any relevant
documents.

              


      

    

    


    
      
        	
                14.

              	
                Penalty. 
      The
      RMB rate for overdue divert penalty shall be negotiated by both parties
      and indicated in the credit facility schedule in accordance with the
      regulations of the Bank of the People’s Republic of China.  The
      computation of such penalty shall comply with the regulation set forth by
      the Bank of the People’s Republic of China.  The foreign
      currency overdue penalty rate and divert penalty rate shall be indicated
      in the credit facility schedule pursuant to a negotiation between the
      parties.  The computation of penalty is also indicated in the
      credit facility schedule pursuant to a negotiation between the
      parties.

              


      

    

    


    
      
        	
                15.

              	
                Rate of
      Exchange.  When
      computing the occupation of the credit facility, if the financing currency
      and the credit facility currency are different, Bank shall have right to
      make calculation according to its own rate of exchange. In any event that
      the change of conversion rate causes the total occupied credit facility
      exceeding the maximum credit facility, Bank shall have right to demand an
      immediate return of the exceeding amount from Client.  If
      Client’s repayment (including authorized repayment) is made in a currency
      other than the credit facility currency, Bank shall have right to purchase
      such currency according to its own rate of exchange with risk on
      Client.

              


      

    

    


    
      
        	
                16. 

              	
                Authorized Repayment
      and Write-offs.  Client
      hereby authorizes the Bank that, at any time when Client’s repayment is
      due and not received by Bank, whether or not such repayment becomes due
      under this Agreement or the ancillary financing documents, Bank
      shall  have right to withdraw from any Client’s account on its
      behalf for such repayment. This authorization is
      irrevocable.  For any rate of exchange, Bank shall make its
      calculation on its own rate, with risk on
  Client.

              


      

    

    


    
      
        	
                17.

              	
                Proof of
      Debt.  Consistent
      with its operational guidelines, Bank shall maintain an account book or
      record of any transaction under this Agreement or ancillary financing
      documents on its bookkeeping. Unless obvious error, Client admit such
      account book or record is admissible proof of
  debt.

              


      

    

    


    
      
        	
                18.

              	
                Assignment. 
      Client
      shall not assign any rights or duties under this Agreement to any third
      party. However, Bank shall be able to assign its rights or duties under
      this Agreement to any third party. Besides, it shall be able to disclose
      any information regarding this Agreement to such party, including any
      information provided by Client or Client’s guarantor for the purpose of
      this Agreement.

              


      

    

    


    
      
        	
                19.

              	
                Disclosure. 
      Client
      agrees, besides the permissible disclosure enacted in provision 18, Bank
      shall be able to disclose any information related to this Agreement to its
      headquarters, branches, association or any of their
      employees.  At the same time, any Bank’s disclosure under the
      law or regulations or upon the request of the supervising authority,
      government agency or judicial department is also
    permissible.

              


      

    

     

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                20.

              	
                Breach of
      Duty.  Any
      Client’s breach of this Agreement, declaration or guarantee or such
      declaration or guarantee is proved to be incorrect, untrue, tend to omit,
      misleading or breached,  and/or Client’s violation or
      non-performance of this Agreement or any covenants subsidiary to this
      Agreement, and/or any occurrence of Client that possibly affects the
      security of Bank’s loan, and/or  guarantor’s breach of
      guarantee, shall constitute Client’s breach of this Agreement and its
      subsidiary covenants and Bank shall not only be entitled to any damages or
      any other cost and expense, including attorney fees from Client, but also
      have right (but not obligated) to respectively or jointly adopt the
      following measures:

              


      

    

    


    
      	
               
      

            	
              1)

            	
              Adjustment
      or recession of  the credit facility under this
      Agreement;

            


    

    
      	
               
      

            	
              2)

            	
              Declare
      the whole or part of the debt under any subsidiary covenants becomes
      overdue and payable by the Client with the principal and
      interest.  As to the draft, issuance of L/C, guarantee/ standby
      L/C paid by Bank within the credit facility, Bank shall  be able
      to demand Client to provide more margin,  or transfer from
      Client’s saving or checking account to its margin account for future
      payment or necessary advance on behalf of Client. If Bank has advanced
      such payment, Bank shall have right to demand Client’s immediate
      repayment;

            


    

    


    
      	
               
      

            	
              3)

            	
              Calculate
      the interest according to the penalty rate under this Agreement or the
      subsidiary covenants, and double the interest for any unpaid
      interest;

            


    

    


    
      	
               
      

            	
              4)

            	
              Withdraw
      deposit from any Client’s account in Bank according to Provision 16 of
      this Agreement.

            


    

    


    
      
        	
                21.

              	
                Miscellaneous

              


      

    

     

    The
amount of financing RMB TWENTY TWO MILLION
EVEN as agreed in Part II of this Agreement is the maximum financing
facilities, at any time the Exposure pursuant to a deduction of margin shall not
exceed RMB ELEVEN
MILLION EVEN.

     

     

     

    
      
        	
                22.

              	
                Applicable Law and
      Jurisdiction.  The
      law of China (excluding Hong Kong, Macro and Taiwan) is applicable and
      explainable to this Agreement. Any dispute arising from this Agreement is
      subject to the non exclusive jurisdiction of the People’s Republic of
      China court where Bank’s place of business
is.

              


      

    

    


    
      
        	
                23.

              	
                Force
      Majeure.  Defined
      as any unpredictable, unavoidable and irresolvable occurrence, including
      but not limited to natural disaster, earthquake, typhoon, flood, fire,
      war, disturbance, epidemic disease, act of state, strike, downtime, power
      and communication failure, breakdown of internet system and breakdown of
      system.  Either party being affected shall notify the other as
      soon as it learned of the Force Majeure event and negotiate with the other
      for resolution. However, the party being affected shall not be liable for
      any breach of duty.

              


      

    

    


    
      
        	
                24.

              	
                Processing
      Service.  Client
      hereby affirms that the delivery of any subpoena, notice
      and other court document arising from the litigation under this Agreement
      and during the proceeding of litigation to the address indicated at the
      front of this Agreement shall deemed a complete service. The change of
      such address is ineffective unless Bank is notified in
      advance.

              


      

    

     

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                25.

              	
                Notice. 
      Any
      notice from either party to the other shall be forwarded to the address
      indicated in the front of this Agreement, unless a party notifies the
      other of a change of address.  Any transmittal to such address
      is deemed to be delivered: for mailing of a letter, seven (7) business
      days after the registered mail; for personal delivery, the day when the
      recipient signs and accepts; for facsimile or electronic mail, the day of
      transmittal. However, all notice, request or other communication forwarded
      to Bank shall be deemed delivered even prior to Bank’s actual receipt. In
      addition, all notice to Bank transmitted by facsimile or electronic mail
      requires a post-confirmation by personal delivery or mailing of the
      original (with official stamp) to
Bank.

              


      

    

    


    
      
        	
                26.

              	
                Divisibility
      of Provision.  The
      invalidity, illegibility or non-enforceability of any provision in this
      Agreement or the subsidiary covenants shall not effect other valid, legal
      and enforceable provisions of this Agreement or subsidiary
      covenants.

              


      

    

    


    
      
        	
                27.

              	
                Grace
      Period.  Within
      the term of this Agreement, any Bank’s grant of grace period or delayed
      action to Client’s breach of duty shall not damage, affect or limit the
      right or benefit of Bank as a creditor under the law or this Agreement, it
      shall not be deemed an approval to the Client’s breach of the Agreement,
      nor even a waiver of Bank’s right against the Client’s breach in the
      present or future.

              


      

    

    


    
      
        	
                28.

              	
                Effectiveness. 
      This
      Agreement takes effect on the day when it is sealed with both parties’
      official stamps and signed by either parties’ legal representatives or
      persons in charge or authorized agent. Unless Bank rescinds the entire
      credit facility, or Client does not owe any balance to Bank under this
      Agreement or the subsidiary covenants, the Agreement shall always maintain
      its effectiveness.

              


      

    

    


    
      
        	
                29.

              	
                Document. 
      The
      original of this Agreement has one form with four
      counterparts, one
      held by Client, two
      held by Bank, one
      held by collateral
      registration authority and with the same legal
    effect.

              


      

    

     

    Page 8 of
11 Pages

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Part
II  Financing Limit Table

    


    
      	
              Name
      of Client: Dalian Heavy
      Mining Equipment Manufcaturing Co., Ltd.

            
	
              Description
      of the Maximum Financing Facility

            
	
              Limited
      Amount (Currency)

            	
              Twenty-two
      Million even RMB

            	
              Period
      (yyyy/mm/dd)

            	
              From
      2011.1.19 To 2012.1.19

            
	
              Revolving
      Facility Mode

            	
              Revolving
      Mode

              o Revolvable                           x
      Un-revolvable

            
	
              Guarantor

            	
              De
      Xin Fan, Peng Tang, Feng Shou  Sun,

              Lixin
      Wang, Wen Fang Wang, Bin Cheng, Yueqi Zou, Jia Sun, Zao Sun, Xian Guo
      Tang, Ji Fa Zhao, Hui Jun Mou, Bin Shu, Linqiang Yang, Yi Nan Liu, Yan Qiu
      Piao

            	
              Method
      of Security

            	
              x Mortgage       o
      Pledge

              o Guarantee

            
	
              Guarantor

            	 
      	
              Method
      of Security

            	
              o Mortgage       o Pledge

              o Guarantee

            
	
              Overdue
      Penalty Interest Rate (daily rate)

            	
              Daily       50%
extra

            	
              Embezzle
      Penalty Interest Rate (daily rate)

            	
              Daily     100%

            
	
              Margin
      Rate for Various Financing Product

            	
              o Endorsement   %   o
      L/C  %  o
      Drafts   %    o
      Guarantee/Standby L/C   %

            
	
              Specific
      Applicable Financing Variety and Conditions

            
	 
      	
              Varieties
      of Financing Product

            	
              Amount
      (Sum, Currency)

            	
              Interest
      Rate / Fee

            	
              Maximum
      Period for Single Business

            
	
              x

            	
              Short-term
      Loan (Fixed Term)

            	 
      	
              Benchmark
      Interest rate increased by a factor of 20%

            	
              One
      Year

            
	
              o

            	
              Short-term
      Loan (Immediate Repayment)

            	 
      	 
      	 
      
	
              o

            	
              Trade
      Bill Discount Note(Includes Agreed Interest Method)

            	 
      	 
      	 
      
	
              o

            	
              Draft
      Discount Note

            	 
      	 
      	 
      
	
              o

            	
              Trade
      Bill Guarantee Discount (Client is the Acceptor)

            	 
      	 
      	 
      
	
              o

            	
              Factoring
      Financing

            	 
      	 
      	 
      
	
              o

            	
              Letter
      of Credit (Includes Domestic Certificate) Export Bills

            	 
      	 
      	 
      
	
              o

            	
              Letter
      of Credit Import Bills

            	 
      	 
      	 
      
	
              o

            	
              Packing
      Loan

            	 
      	 
      	 
      
	
              o

            	
              Export
      Collection Documentary

            	 
      	 
      	 
      
	
              o

            	
              Issuing
      Letter of Credit (Includes Usance)

            	 
      	 
      	 
      
	
              o

            	
              Issuing
      Letter of Guarantee (Includes Reserve L/C)

            	 
      	 
      	 
      
	
              x

            	
              Issuing
      Bank Acceptance Draft

            	 
      	 
      	 
      
	
              o

            	 
      	 
      	 
      	 
      
	
              Note:  After
      the agreement has been reach by the client and the Financing Bank,
      financing product and amount could be adjusted within the financing limit
      of this Agreement.   The actual financing product and
      amount used by the client shall be according to the attachments of the
      financing documents.

            
	
              Special
      Note:

              (1)The
      client might choose the financing product on their own, the sum of all
      financing product shall not exceed the financing limit at all
      time.  The financing limit to any specific financing product, if
      the clients wish to have a separate line of credit, not mix use with other
      financing product, the client shall individually mark the amount for the
      specific financing product.

              (2)If
      the client is mortgagor or the pledgor, the Guarantor shall be filled as
      “Self” or the client’s name.

              (3)RMB
      interest rate shall be annual interest rate, floating interest rate shall
      indicate floating period. Fee could be filled as a specific amount or
      ratio.

            


    

     

    Page 9 of
11 pages

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Appendix
I:  Amendment of Credit Facility (Form)*

     

    To:
Shanghai Pudong Development Bank, Branch ____
Office_____  No.

     

    
      	
              Our
      Company hereby irrevocably apply for the amendment of credit facility
      granted to us according to the following conditions:

            
	
              Credit
      Facility Agreement No.

            
	
              General
      Amendment

            
	
              1.
      Commitment fee is amended to :

              2.
      The maximum credit facility  is upgraded to :

              3.
      Additional guarantee document Number :

              4.
      The period of maximum credit facility is extended to :

              5.
      The overdue penalty rate is adjusted to
      :                The
      diverted penalty rate is adjusted to :

              6.
      The margin rate  is adjusted to o endorsement       %
      ;  o Issuance of
      L/C          % o Issuance of
      guarantee/standby
      L/C       % o Issuance Bank
      Draft    %

              7.
      The revolving manner is amended to :

            
	
              Amendment
      of Applicable Financing Varieties

            
	
              8.
      [             ]  (Please
      fill in the name of financing variety, multiple varieties is allowed) of
      credit facility is no more applicable alone.

              9.
      [            ]
      (Please fill in the name of applicable financing variety) of credit
      facility is applicable alone for __________ten thousand yuan (name of
      currency)

              10.
      [            ]
      (Please fill in the name of applicable financing variety) of credit
      facility is applicable alone for _________ ten thousand yuan (name of
      currency)

              11.
      The interest rate and fee and the maximum period for single transaction
      for the following applicable financing variety shall be adjusted in
      accordance with the following standards:

            
	
              Applicable
      Financing Variety

            	
              Interest
      Rate or Fee

            	
              Maximum
      Period of Single Transaction

            
	
              [           ]
      (please fill in the name of applicable financing variety)

            	 
      	 
      
	
              [           ]
      (please fill in the name of applicable financing variety)

            	 
      	 
      
	
              [           ]
      (please fill in the name of applicable financing variety)

            	 
      	 
      
	
              Declaration
      of Client

            	
              Affirmation
      of Guarantor

            
	
              Our
      company hereby declares:  the above application is irrevocable.
      It takes effect as of the date of affirmation by official stamp and
      constitutes a valid amendment to credit facility agreement.  All
      other provisions of credit facility agreement are not amended and still
      valid.

               

              Client
      (Official Stamp)

              Legal
      Representative or Authorized Agent (Signature or Stamp)

            	
              The
      guarantor hereby affirms : I am notified the amendment and shall continue
      to performer my duty of guarantee to the principle debt after the
      amendment as of the date of amendment agreement’s
      effectiveness

               

               

               

              Guarantor
      (Official Stamp):

              Legal
      Representative or Authorized Agent (Signature or Stamp)

            
	
              Affirmation
      of Bank

            
	
              Agree
      to the amendment:

              Bank
      (Official Stamp)

              Legal
      Representative or Authorized Agent (Signature or Stamp)

              Date
      :

               

            
	
              *This
      page was intentionally left blank as it was not applicable to the
      transaction.

            


    

    
       

      Page 10
of 11 pages

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    This
Agreement is signed by either party on January
19, 2011. Client hereby confirms, at the time of signature, both parties
have gone over each and every provision with detailed explanation and
discussion, and either party has no other concern about each and every provision
to this Agreement and has accurate and correct understanding on the legal
meaning in terms of the rights and duties of relevant party, the confinement of
duties and the disclaimer.

    


    
      	
              Client
      (Official Stamp)

            	
              Bank
      (Official Stamp)

            
	 	 
	 	 


    

    
      	 	 
	
              Legal
      Representative or Authorized Agent

            	
              Legal
      Representative or Authorized Agent

            
	
              (Signature
      or Stamp)

            	
               (Signature
      or Stamp)

            
	
              /s/
      Lixin Wang

            	
              /s/
      Xin Hao Wang

            
	 	 
	 	 



    Page 11
of 11 Pages