e10-23.htm


    EXHIBIT 10.23


      


       

      RMB
Credit Limitation Contract

       

      Contract
No.: Shanjiankaidai (2008)030

       

      Type
of Loan:

       

      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                                                      Post
Code:710075

       

      Chief
Officer: Zhou Cunxing

       

      Fax:                      86-029-88321414                                                                           Tel:
86-209-88321414


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Whereas
Party A applies to Party B for, and Party B agrees to provide Party A with, a
credit limitation contract (the “Contract”). Pursuant to relevant laws and
regulations and through consultation, Party A and Party B enter into this
Contract:

       

      Article
1. Amount of the Contract

       

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

       

      Article
2. Availability Period

       

      The
Availability Period of the Contract shall commence from June 27 2008 and end
on June 26 2009
(the “Availability Period”). Party A’s obligation to repay its
indebtedness in respect to any individual Loan provided within the Availability
Period shall not be affected by the expiration of the Availability Period even
if the maturity date for such individual Loan comes after the Availability
Period expires.

       

      Upon the
expiration of the Availability Period, the Facility not drawn shall become
invalid automatically.

       

      The term
of each individual Loan means the period commencing from the date of the drawing
of such individual Loan and ending on the maturity date of such Loan as provided
for under this Contract.

       

      Article
3. Drawing of the Facility

       

      During
the Availability Period and within the Maximum Amount of the Facility, Party A
can apply for Loans subject always to the formalities which shall be completed
by both Parties. The amount, interest rate, term and purpose of each individual
Loan shall be determined according to the Notice of Drawing issued by Party B to
Party A.

       

      If any
security provider has performed its obligations in accordance with any security
contract, the Facility shall decrease by the amount of principal which has been
repaid by such security provider.

       

      The
amount of each individual Loan shall be no less than RMB 1,000,000.00, and
its term shall be no shorter than 30 days, but no
longer than 10
months.

       

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

       

      1. The
annual interest rate applicable to each individual Loan shall be fixed at 7.47%.

       

      2.
Penalty Interest Rate


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      The
annual interest rate shall be adjusted up to 100% if Party A does
not perform according to the agreement and the interest shall be calculated and
paid in accordance with relevant regulations of the People’s Bank of
China.

       

      3. The
annual interest rate shall be adjusted to 50% for the overdue
loan.

       

      4.
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.

       

      Article
5. Management Fee

       

      Where
Party A shall pay to Party B a Management Fee of RMB 24,000.00 in
accordance with this Contract, Party A has paid such Management Fee to Party B
within 30
banking days after the execution of this Contract.

       

      Article
6. Disbursement of the Loan

       

      Application
for Drawing of the Facility

       

      1 Party A
shall submit to Party B an Application for Drawing in advance. For any
individual Loan with an amount exceeding RMB 2,000,000.00, such Application
shall be submitted 5 banking days in advance. Party B shall determine whether or
not to provide Loans within3 banking days after its receipt of such
Application.

       

      2
Conditions Precedent to the Disbursement of the Loan

       

      3 Subject
to a waiver by Party B, Party B is not obliged to make any disbursement to Party
A unless the following conditions precedent have been satisfied:

       

      4 Party A
has obtained and/or completed all approval, registration, delivery and other
necessary formalities relating to the Loan in accordance with relevant laws and
regulations; and

       

      5 The
security documents acceptable to Party B have become effective and remain in
full effect; and

       

      6 No
Event of Default specified in this Contract has occurred; and

       

      7 The
Application for Drawing has been verified and approved by Party B;
and

       

      8 Other
conditions precedent:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Article
7. Repayment

       

      Principle
of Repayment

       

      1 Any
repayment by Party A under this Contract shall be made in accordance with the
principle that the interest shall be paid before the repayment of any
principal.

       

      2
Interest Payment

       

      3 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.

       

      4 Party A
shall repay the principal in accordance with the Principal Repayment Schedule
set forth in the Notice of Drawing.

       

      Method of
Repayment

       

      1 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.

       

      2 Party A
may prepay the interest with prior notice to Party B.

       

      3 Party A
shall submit to Party B a written application [10] banking days in advance of
any prepayment. Party A may prepay all or any part of the principal subject to
Party B’s consent to such application.

       

      4 In the
case of prepayment of the principal, the interest shall be calculated on the
basis of the actual number of days elapsed and at the interest rate set forth in
Article 4 of this Contract.

       

      5 In the
case of prepayment of the principal, Party B is entitled to demand of Party A a
compensation fee calculated in accordance with the following
formula:

       

      6
Compensation Fee = Prepayment Amount × 1‰ × Number of Days of
Prepayment

       

      7 Where
any individual Loan shall be repaid in installments and Party A prepays part of
the principal, such prepayment shall be effected in a reverse order of the
Repayment Schedule. The interest on the outstanding indebtedness after such
prepayment shall still be calculated at the interest rate as specified in this
Contract.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Article
8. Rights and Obligations of Party A

       

      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.

       

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

       

      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.

       

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

       

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

       

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

       

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

       

      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.

       

      9.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, or 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.

       

      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.

       

      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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      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.

       

      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
9. Rights and Obligations of Party B

       

      1.Party B
is entitled to have access to information about the 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.

       

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

       

      3.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.

       

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

       

      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
10. Liabilities for Default

       

      Events of
Default

       

      Events of
Default by Party A


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      (I) 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.

       

      (II)
Party A fails to utilize the Loan for the purpose agreed by the
Parties.

       

      (III)
Party A fails to repay punctually the principal and/or interest.

       

      (IV)
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.

       

      (V) Party
A transfers or misappropriates funds or assets in order to evade the
indebtedness.

       

      (VI)
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 incident in Party B’s
judgment may or has affect(ed) or impair(ed) Party B’s rights and interests
hereunder.

       

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

       

      (VIII)
Party A fails to repay any other indebtedness due to China Construction Bank
upon maturity.

       

      (IX)
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 has 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.

       

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

       

      (XI)
Party A fails to perform or comply with any of its other obligations
hereunder.

       

      (2) Any
of the following events in relation to the Guarantor for this Contract shall be
deemed as an event of default by Party A unless Party A provides new security in
favor of, and satisfactory to, Party B:

       

      (I)
During the term of this Contract, there occurs to the Guarantor such incident(s)
as may affect its ability to act as a joint and several liability guarantor.
Such incidents shall include without limitation contracting, leasing,
consolidation, merger, setting up a joint venture, division, forming an economic
association with another enterprise, transformation to a stock company,
bankruptcy and dissolution.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      (II) The
Guarantor provides beyond its capacity any security for any third
party.

       

      (III) The
Guarantor loses or may lose its capability to act as a guarantor.

       

      (IV)
Other events of default by the Guarantor as provided for in the guarantee
contract.

       

      (3) Any
of the following events in relation to the Mortgager for this Contract shall be
deemed as an event of default of Party A unless Party A provides new security in
favor of, and satisfactory to, Party B:

       

      (I) The
Mortgager fails to effect or maintain insurance for the mortgaged property, or
fails to dispose of insurance proceeds in accordance with the mortgage contract
upon occurrence of any insured event.

       

      (II) The
Mortgager fails to dispose of proceeds of compensation in accordance with the
mortgage contract, where the mortgaged property is damaged or destroyed or its
value decreases as a result of the act of any third party.

       

      (III) The
Mortgager transfers, leases, re-mortgages or disposes of by any other means the
mortgaged property without Party B’s written consent.

       

      (IV) The
Mortgager fails to handle the proceeds of the disposal of the mortgaged property
in accordance with the mortgage contract, although such disposal is effected
with Party B’s consent.

       

      (V) The
Mortgager fails to restore the value of the mortgaged property promptly, or
fails to provide other security acceptable to Party B, where the mortgaged
property is damaged, destroyed or decreases in value, which may affect the
repayment of the indebtedness hereunder,

       

      (VI)
Other events of default by the Mortgager provided for in the mortgage
contract.

       

      (4) Any
of the following events in relation to the Pledger for this Contract shall be
deemed as an event of default by Party A unless Party A provides new security in
favor of, and satisfactory to, Party B:

       

      (I) The
Pledger fails to effect or maintain insurance for the pledged property, or fails
to dispose of insurance proceeds in accordance with the pledge contract upon
occurrence of any insured event.

       

      (II) The
Pledger fails to dispose of the proceeds of compensation in accordance with the
pledge contract, where the pledged property is damaged or destroyed or its value
decreases as a result of the act of any third party.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      (III) The
Pledger fails to handle the proceeds of disposal of the pledged property in
accordance with the pledge contract although such disposal is effected with the
consent of Party B.

       

      (IV) The
Pledger fails to restore the value of the pledged property promptly, or fails to
provide other security acceptable to Party B where the pledged property is
damaged, destroyed or decreases in value, which may have an impact on the
repayment of the indebtedness hereunder.

       

      (V) Other
events of default by the Pledger provided for in the pledge
contract.

       

      (5) Any
of the following shall constitute an Event of Default by Party A unless Party A
provides new security as required by Party B: the security documents or other
securities do not take effect, or are void or rescinded, or the security
provider totally or partially loses its capacity to secure the indebtedness or
refuses to perform its obligations.

       

      Remedies

       

      If any
Event of Default in item (1) to (5) 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, cancel or suspend the Facility or to adjust the
Availability Period.

       

      2.Party B
is entitled to cease Disbursement of the Loan, to accelerate forthwith the Loan,
and to require Party A to repay forthwith all principal, interest and
fees.

       

      3.Party B
is entitled to liquidated damages of [10]‰ of the outstanding
principal.

       

      4.Where
Party A fails to repay the Loan upon maturity, Party A shall pay interest and
compound interest on the principal and interest which are not punctually repaid
(including all or part of the principal and interest which are accelerated by
Party B) at the overdue interest rate stipulated by the People’s Bank of China
and in accordance with the interest payment provisions set out in this
Contract.

       

      5.In the
event that Party A fails to utilize the Loan for the purpose set forth in this
Contract, Party A shall pay default interest on the misappropriated part of the
Loan in accordance with relevant regulations of the People’s Bank of
China.

       

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

       

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

       

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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      9.Party B
is entitled to terminate this Contract.

       

      Article
11. Amendment to this Contract

       

      Upon
taking 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
12. Miscellaneous

       

      1
_________________________________

       

      3
_________________________________

       

      4
_________________________________

       

      Article
13. 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 Resolution(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.

       

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

       

      Article
14. 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 seals of both Parties
affixed.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Article
15. This Contract Shall be Made in [5] 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
and or certificates and documents) are integral parts of this
Contract.

       

      Article
16. 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:
06/27/2008

       

      Party B:
Hi-tech Industrial Development Zone, Xi'an branch of China
Constuction

       

      Bank

       

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

       

      Date:
06/27/2008