e10-11.htm


    EXHIBIT 10.11


      


       

      RMB
Facility Loan Contract

       

      Contract
No: 2004 Zhongdi
003

       

      Type
of Loan: Medium-term
Current Capital Loan

       

      Borrower
(Party A): Huludao
Wonder Fruit Co.,Ltd.

       

      Address:
Hujia Village, Gaotai
Town, Suizhong County

       

      Post
Code: 125200

       

      Legal
Representative (Chief Officer): Niu
Hongling

       

      Fax:
86-0429-6833995                                           Tel: 86-0429-6833997

       

      Lender
(Party B):
Industrial-Commercial Urban Credit Cooperative

       

      Address:
No.11,2nd
Section of
Xinxing Street,Suizhong Town,Suizhong County
125200

       

      Chief
Officer: Li
Yumin

       

      Fax:           Tel:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Borrower
(“Party A”): Huludao
Wonder Fruit Co.,Ltd.

       

      Lender
(“Party B”): Industrial-Commercial Urban
Credit Cooperative

       

      Whereas
Party A applies to Party B for, and Party B agrees to provide Party A with, 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. Type of Loan

       

      Working
Capital Loan (short-term or middle-term)

       

      Article
2. Use of Loan

       

      2.1 The
Loan is only for buying fixed assets
unless given written consent from Party B.

       

      2.2 Party
B cannot change the use of Loan according to the Contract without the written
consent of Party A.

       

      Article
3. Availability Period and Amount of the Facility

       

      The
Availability Periodic the Facility shall commence from   July 9,2004 and end on July 10,2009 (the
“Availability Period”).

       

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

       

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

       

      4.1 The
monthly interest rate applicable to the Loan shall be fixed at 7.905‰.

       

      4.2
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.

       

      4.3 The
interest rate should be flexible with the adjustment of the interest rate of
China People’s Bank. In the event of interest rate adjustment, Party B can make
an adjustment over the interest rate and calculation method without informing
Party A.

       

      Article
5. Repayment

       

      5.1
Interest Payment

       

      Party A
shall pay to Party B the due interest on the Interest Payment Date. The
first


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      interest
payment shall be made on the first Interest Payment Date after the disbursement
of the Loan. Upon the maturity date for the Loan, Party A shall pay in full all
the unpaid interest together with the principal.

       

      5.2
Method of Repayment

       

      Party A
shall deposit into its account with Party B such funds as sufficient to repay
the amount due to Party B before each Repayment Date specified in this Contract,
and shall automatically transfer such
funds to Party B for repayment; or Party A shall transfer a sufficient
amount from its other accounts to make such repayment on the
aforementioned Repayment Date. If Party A fails to repay any indebtedness
punctually, Party B has the right to directly debit for the corresponding amount
any account opened by Party A with any branch or office of China Construction
Bank.

       

      Article
6. Security for the Loan

       

      6.1 The
security(ies) for this Contract shall be Item [2] as below.

       

      
        	
                (1)

              	
                Guarantee

              


      

       

      (2)           Mortgage

       

      (3)           Pledge

       

      (4)           Standby
Letter of Credit

       

      (5)           Credit
Insurance

       

      (6)           Other
Forms of Security:
Mortgage

       

      6.2 Party
A should use all their efforts to coordinate with Party B to sign the loan
contract of No: 2004
Zhongdi 003.

       

      6.3 If
the status of the Mortgage changed in Creditor’s right, which is likely to cause
damage to the interest of the Creditor’s right, Party A should provide a new
Mortgage until the Mortgage meets the requirements of Party B.

       

      Article
7. Rights and Obligations of Party A

       

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

       

      7.2 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.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      7.3 Party
A undertakes that all settlements and deposits relating to the Loan shall be
conducted through its accounts opened with Party B or Party B’s relevant
branch.

       

      7.4 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.

       

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

       

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

       

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

       

      7.8 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.

       

      7.9 Party
A shall promptly arrange for new security(ies) satisfactory to Party B where the
Guarantor in respect to this Contract ceases or suspends production; its
corporate registration is canceled or business license revoked; it is bankrupt
or dissolved; it is operating at a loss; or any other negative change has
occurred, and such aforesaid 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.

       

      7.10
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.

       

      7.11
Where 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

       

      7.12
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 term 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.

       

      7.13
Party A shall bear all fees and expenses in connection with this Contract and
the security(ies) for this Contract including without limitation fees and
expenses in respect to legal services, insurance, evaluation, registration,
storage, authentication and notarization.

       

      Article
8. Rights and Obligations of Party B

       

      8.1 Party
B is entitled to have access to information about production, operation, and
financial activities of Party A, and to require Party A to provide financial
information and documents in respect to its production and
operation.

       

      8.2 If
the credit rating of Party A declines, Party B is entitled to adjust or even
cancel the Facility that is otherwise available.

       

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

       

      8.4 Party
B shall disburse the Loan to Party A in accordance with this Contract, except
for any delay caused by Party A.

       

      8.5 Party
B shall keep in confidence financial information and trade secrets in relation
to production and operation of Party A unless otherwise required by laws or
regulations.

       

      Article
9. Effectiveness,Modification,
Rescission and Termination

       

      9.1 The
Contract will be effective after the signing and stamping.

       

      9.2 Party
B will rescind the contract and ask for repayment and compensation if Party A
breaks any item below:

       

      9.2.1
Dissolution and shop closure or revocation of the business license has
happened.

       

      9.2.2
There are some changes in the Mortgage under the provision of the contract,
which is likely to cause damage to the creditor’s right; in this case, Party A
fails to provide a new Mortgage that is satisfactory to Party B.

       

      9.2.3
Other serious default activities.

       

      9.3 If
Party A ask for extension of the contract, Party A should offer a written
application to Party B with the written consent from cautioner at least 30 days
before


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      the
contract will expire. The extension contract will not become effective until
Party A gets approval from Party B. The loan contract remains effective until
the signing of the extension contract.

       

      9.4
Neither Party should make any adjust or expiration without consent from the
opposite Party except for the provision already defined in the Contract. Any
adjustment or expiration requires approval from both Parties and must be reached
by written agreement if the status is necessary.

       

      9.5 The
original contract remains effective until both Parties reach a
consensus.

       

      Article
10. Amendment to this Contract

       

      Upon
effect of this Contract, any Party intending to amend this Contract shall notify
the other Party promptly and a written agreement shall be executed if the
Parties so agree, unless otherwise provided in this Contract or in any other
agreement.

       

      Article
11. Dispute Resolution

       

      11.1 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 the
following:

       

      11.2
Instituting legal proceedings with the People’s Court in the location of Party
B.

       

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

       

      Article
12. This Contract Shall be Made in [2] Counterparts

       

      All
documents created within the Availability Period and within the Maximum Amount
of the Facility 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) are integral parts of this
Contract.

       

      Article
13. Representations

       

      13.1
Party A is fully informed and aware of the business purpose and powers of Party
B.

       

      13.2
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 corresponding legal consequences
thereof.

       

      13.3
Party A has the right and power to execute this Contract.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Party A :
Huludao Wonder Fruit
Co.,Ltd.

       

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

       

       /s/:Niu
Hongling

       

      Date:
07/09/2004

       

      Party B:
Industrial-Commercial
Urban Credit Cooperative

      Chief
Officer or Authorized Representative (Signature): /s/: Li
Yumin

       

      Date:
07/09/2004