e10-21.htm


    
      EXHIBIT
10.21

      Export
Order Financing Contract

       

      Contract
No : Shanjiankaidai(2008)036

       

      Type
of Loan : Current Capital

       

      Borrower
(Party A) : Shaanxi Tianren Organic Food Co. Ltd.

       

      Address
:                      A-4/F
Tongxinge Xietong Building,No.12,Gaoxin 2nd Rd, High-tech Zone, Xi’an,
China 710075

       

      Legal
Representative (Chief Officer): Xue Hongke

       

      Fax:           86-029-88386230                                Tel:
86-029-88386415

       

      Lender
(Party B): Hi-Tech Industrial Development Zone, Xi’an Branch of China
Construction Bank

       

      Address:                      No.
42 Gaoxin Road,Xi’an
710075

       

      Chief
Officer: Zhou Cunxing

       

      Fax:           86-029-88321414                                   Tel:
86-029-88221824


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Whereas
Party A signed “Sales Contracts” with EXPORT PACKERS COMPANY LIMITED,
GOLDENDRAGON TRADING GMBH, SUNRISE INTERNATIONAL FOOD CO., LTD. separately, and
the contract numbers are No. SXTR-080530 No. 88-2008 and No. ST003/08,
respectively. hereby Party B applies for a loan facility (the “Facility”).
Pursuant to relevant laws and regulations and through consultation, Party A and
Party B enter into this Contract:

       

      Article
1. Amount of the Facility

       

      The
amount of the Facility shall be RMB two million (in
words) (the “Maximum Amount”).

       

      Article
2. Use of the Loan:

       

      The Loan
is only allowed for the purchase, production,
transportation, and arrangement of export goods unless given written
consent from Party B.

       

      Article
3. Availability Period

       

      Term of
the Loan:  three  months
from the draw date.

       

      Article
4. Conditions Precedent to Disbursement of the Loan

       

      Subject
to a waiver by Party B, Party B is not obliged to provide the Loan to Party A
unless the conditions precedent set out below has been satisfied:

       

      1. Party
A has obtained and/or completed all consents, approvals, registrations and other
necessary formalities relating to the Loan under this Contract in accordance
with relevant laws and regulations; and

       

      2. Party
A has submitted all relevant documents satisfactory to Party B; and

       

      3. The
security documents or other security(ies) acceptable to Party B have become
effective; and

       

      4. No
event of default in respect to Party A specified under this Contract has
occurred.

       

      Article
5. Interest Rate, Calculation and Payment of Interests and Fees

       

      1. The
annual interest rate applicable shall be fixed at 6.57%.

       

      2.
Interest Settlement

       

      The
interest rate shall be calculated and paid according to the fixed interest rate,
and the 20th
day of each month shall be the date for the settlement of
interest.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Daily
interest rate = monthly interest rate/30

       

      Article
6. Repayment

       

      1. After
the delivery is confirmed, Party A consents to convert export order finance to
export invoice finance or to export collection loan or to export factoring
prepayment in accordance with the intention of Party B. On the loan issued
afterward, Party A promises to repay principal and interest under the
contract.

       

      On the
condition that Party A cannot deliver goods or fails to make the repayment in
accordance with the foregoing terms for any other reasons Party A should pay the
loan with other terms. Before the due date of the loan Party A should pay off
all the loan principal and interest, as well as other fees.

       

      2. During
the loan term, if Party A cannot deliver goods in accordance with the provisions
of the contract for any reason, the loan will be treated as expired, and Party A
is obliged to pay the loan under Party B’s requirements。

       

      3. If
Party A pays the loan with money beyond capital from collection, Party A should
notice Party B five banking days in advance of the repayment date.

       

      Article
7. Rights and Obligations of Parties

       

      1. Party
B shall conduct business with Party A in accordance with the terms and
conditions of this Collection Contract. Party A must conduct business through
Party B after the loading. Party A must make a note that credit right has been
transferred to Party B and the wiring must be transferred to the account opened
in Party B’s name.

       

      2. Party
A should use their best efforts to provide the information regarding use of the
loan and exportation to Party B. Transferring any document to any third party is
prohibited.

       

      3. Any
conduct through related transactions to escape the payment of loan is
prohibited.

       

      4. If
Party A belongs to the class of group client, Party A should disclose any
related transactions exceeding 10% of the net assets to Party B, including: (1)
the relationship among the related parties; (2) project and nature; (3) amount
and percentage of the transaction; and(4) price determination
policy.

       

      5. Party
A has the right to require Party B to keep in confidence relevant financial
information and trade secrets relating to the production and operation of Party
A unless otherwise provided by the laws and regulations.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      6. Party
A shall provide relevant financial information and the information relating to
production and operation as required by Party B and shall be responsible for the
authenticity, integrity and validity of such information.

       

      7. Party
A shall assist in and accept Party B’s inspection and supervision of its
production, operation, financial activities and the utilization of the
Loan.

       

      8. Party
A shall utilize the Loan for the purpose as provided for hereunder.

       

      9. Party
A shall punctually repay the principal and interest in accordance with this
Contract.

       

      10. Party
A or its investors shall not transfer any funds or assets in order to evade the
indebtedness owed to Party B.

       

      11. Party
A shall give Party B a prior written notice for Party B’s consent if Party A
intends to provide security for any third party during the term of this Contract
and such security may affect Party A’s ability to make repayment under this
Contract.

       

      12. Party
A shall promptly arrange for new security(ies) satisfactory to Party B where the
Guarantor in respect of this Contract ceases or suspends production; its
corporate registration is canceled, its business license revoked; it is bankrupt
or dissolved; it is operating at a loss; or any other negative change has
occurred, and such aforementioned incidents result in loss or partial loss of
the Guarantor’s ability to secure the Loan, or where the mortgaged or pledged
property(ies) for securing the Loan depreciate(s) or is (are) damaged or
destroyed.

       

      13. Party
A shall promptly inform Party B of any relevant changes during the term of this
Contract, including without limitation its business name, legal representative
(or chief officer), registered office, business purpose or registered
capital.

       

      14. When
Party A intends to carry out activity(ies) during the term of this Contract
which may have an impact on the realization of Party B’s rights hereunder, Party
A shall give Party B a [30] banking days prior written notice for its consent to
such intended activity(ies) and shall further take sufficient measures to
safeguard the repayment of the indebtedness under this Contract and arrange for
security in accordance with Party B’s instructions. The aforementioned
activities shall include without limitation contracting, leasing, transformation
to a stock company, forming an economic association with another enterprise,
consolidation, merger, division, setting up a joint venture, application for
suspension of production or for winding up or for bankruptcy

       

      15. Party
A shall promptly inform Party B in writing, take sufficient measures to
safeguard the repayment of the indebtedness under this Contract and arrange for
security(ies) in accordance with Party B’s instructions if there has occurred to
Party A incident(s) during the terms of this Contract that may have
substantially negative effects on Party B’s performance of its obligations
hereunder. The aforementioned incidents shall include without limitation the
following: Party A ceases or suspends production; its corporate registration is
canceled, or business license revoked; its legal representative or high-ranking
officers are involved in illegal activities; it is involved in litigation with a
major impact; great difficulties arise in respect to its production or
operation; or its financial standing deteriorates.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      16. Party
B is entitled to debit any account opened by Party A with any branch or office
of China Construction Bank for any amount due to Party B under this
Contract.

       

      Article
8. Liabilities for Default

       

      1. Party
A fails to provide true, complete and valid financial information or information
relating to its production and operation or other relevant documents as required
by Party B.

       

      2. Party
A fails to utilize the Loan for the purpose agreed upon by the
Parties.

       

      3. Party
A fails to repay punctually the principal and/or interest.

       

      4. Party
A refuses Party B’s demand for supervision and/or inspection over the
utilization of the Loan or hinders Party B from doing so.

       

      5. Party
A transfers or misappropriates funds or assets in order to evade the
indebtedness.

       

      6. Party
A’s operational and financial conditions deteriorate and as a result it is
unable to repay its indebtedness upon maturity; or it is involved or likely to
be immediately involved in litigation or arbitration with a major impact or
other legal disputes, and any of the aforementioned incidents in Party B’s
judgment may or has affect(ed) or impair(ed) Party B’s rights and interests
hereunder.

       

      7. Any
other indebtedness owed by Party A has affected or may affect its performance of
the obligations to Party B hereunder.

       

      8. Party
A fails to repay any other indebtedness due to China Construction Bank upon
maturity.

       

      9. Party
A carries out activity(ies) during the term of this Contract which may change
its operational or managerial modes or equity structure and which in Party B’s
sole judgment may affect or have affected the rights and interests of Party B
hereunder. The aforementioned activities shall include without limitation
contracting, leasing, transformation to a stock company, forming an economic
association with another enterprise, consolidation, merger, division, or setting
up a joint venture.

       

      10. Other
events which Party B believes will affect the realization of its rights under
this Contract.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      11. Party
A fails to perform or comply with any of its other obligations
hereunder.

       

      Article
9. Remedies

       

      If any
Event of Default in Items (1) above occurs, Party B is entitled to enforce its
rights hereunder by taking one or more of the following measures:

       

      1. Party
B is entitled to adjust or cancel the Facility or any individual Line under this
Contract.

       

      2. Party
B is entitled to accelerate forthwith the indebtedness under this Contract, and
to require Party A to repay forthwith all principals, interests and fees,
whether they are due or not.

       

      3. If
Party A fails to utilize the Loan for the purpose set forth in this contract
Party A must pay interest occurred and compound interest on the misappropriated
part of the Loan in accordance with the penalty interest rate and the settlement
provisions under the contract for the period commencing from the default date
and ending on the date that all the principal and interest are settled. The
penalty interest rate will be 100% higher than the
normal loan interest rate in RMB currency.

       

      4. When
Party A defaults in repayment of the RMB Loan upon maturity, with respect to
such Loan (including all or part of the Loan which is accelerated by Party B),
Party A shall pay interest and compound interest at the overdue interest rate as
promulgated by the People’s Bank of China and applicable at the time of such
default and in accordance with the interest payment provisions set forth in this
Contract for the period commencing from the date of such failure. Such overdue
interest rate shall be 50% higher than the
normal loan interest rate in RMB currency.

       

      5. Party
B is entitled to enforce its security rights.

       

      6. Party
B is entitled to require Party A to provide new security(ies) satisfactory to
Party B.

       

      7. Party
B is entitled to terminate this Contract.

       

      Article
10.Miscellaneous

       

      1  _______________________________________

       

      2  _______________________________________

       

      3  _______________________________________

       

      


       

      4  _______________________________________


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Article
11. Dispute Resolution

       

      Any
dispute arising out of or in connection with this Contract shall be settled
through friendly consultation. If no agreement is reached through such friendly
consultation, such dispute shall be settled in accordance with Item 1. of the
following:

       

      1.
Instituting legal proceedings with the People’s Court in the location of Party
B;

       

      2.
Submitting the disputes to the [ ] for arbitration (the venue for such
arbitration shall be __________), which shall be conducted in accordance with
the arbitration rules in effect as of the date of submission. The arbitration
award shall be final and binding on both Parties.

       

      3. The
Parties shall perform this Contract in accordance with the undisputed parts
during the course of such legal proceedings or arbitration.

       

      Article
12. Effectiveness

       

      This
Contract shall take effect upon the execution by the legal representative (chief
officer) or authorized representative of Party A and by the chief officer or
authorized representative of Party B with the company seal of both Parties
affixed.

       

      Article
13. Counterparts

       

      This
Contract shall be made in [5] counterparts.

       

      All
documents created within the Availability Period and within the Maximum Amount
which underlie the debtor-creditor relationship between the Parties (including
but not limited to Application
for Drawing, Notice of
Drawing, or other certificates and documents) shall be integral parts of
this Contract.

       

      Article
14. Representations

       

      1. Party
A is fully informed and aware of the business purposes and powers of Party
B.

       

      2. Party
A has read all the terms of this Contract and Party B has given explanation as
required by Party A. Party A hereby acknowledges that it fully understands all
terms of this Contract and the corresponding legal consequences
thereof.

       

      3. Party
A has the right and power to execute this Contract.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Party A:
Shaanxi Tianren Organic Food Co. Ltd.

       

      Legal
Representative (or Chief Officer) or Authorized Representative
(Signature):

       

      /s/: Xue
Hongke

       

      Date:
06/18/2008

       

      Party B:
Hi-Tech Industrial Development Zone, Xi’an branch of China
Construction

       

      Bank

       

      Chief
Officer or Authorized Representative (Signature): /s/: Zhou
Cunxing

      Date:
06/18/2008