ex10_28.htm


     EXHIBIT
10.28 

    
       Contract
of Guarantee of Maximum Amount 

       (for
individual guarantee) 

      


       No:
CIB Shenzhen Nanxin (credit) IG (2008)0004B 

       

      
 

       Trustor:
Nanxin Branch, Shenzhen, Industrial Bank Co., Ltd. 

       

       Address:
1st Floor, Nanhaitai Mansion,
Nanxin Road, Nanshan District 

       

       Postal
Code: 518052                                                 Telex
number: ___________ 

       

       Telephone:
26077176                                              
    Fax number: 26077085 

       

       

       

       Mortgagor:
Lei Xia 

       

       Address:
___________________________________________________ 

       

       Postal
Code:
__________                                   
  Telex number: ___________ 

       

       Telephone:
___________                                
         Fax number: ___________ 

       

       Primary
deposit account: ________________________________________ 

       

       General
deposit account: ________________________________________ 

      


      


      


      


      


      


       Place
of signing the contract: CIB Mansion, Futian District, Shenzhen 

       

       Shenzhen
Branch, Industrial Bank Co., Ltd. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         EXHIBIT
10.28 



       The guarantor is willing
to offer the guarantee of maximum amount for the Loaner (“Creditor”) against
SinoHub SCM Shenzhen Ltd. (the “debtor”). In order to clarify
obligations, both sides signing this Contract must scrupulously keep their word
and strictly execute the contract in compliance with the relative law and
regulations. 

      


       Article
I Definition 

       Unless
otherwise agreed upon by both parties, then: 

      
        	
                 (1)   

              	
                 “Credit”
      here means the creditor comprehensively appraises the operation and risks
      of the debtor, and ascertains the comprehensive maximum amount of the
      debtor, including RMB/foreign currency loan, trade financing, acceptance,
      discount, opening L/C, guarantee,
etc. 

              


      

      
        	
                 (2)   

              	
                 “Primary
      credit” refers to the credit amount specified according to the basic
      information of the client, used for the current fund turnover of the
      client. The amount of the primary credit can be used several times and in
      recycle within the period of
validity. 

              


      

      
        	
                 (3)   

              	
                 “Specialized
      credit” refers to the credit given for some special projects and the
      amount exceeding the primary credit with the changes of the national
      policy, market situation and the special requirement of the debtor. The
      amount of specialized credit shall be given once, could be used several
      times but not in recycling. 

              


      

      
        	
                 (4)   

              	
                 “Valid
      term of credit” means that within a non-in period, with the consent of the
      creditor, the debtor is entitled to deal with his business under the
      credit amount at the creditor. The time of the debtor to fulfill his
      obligations (including but not limited to the term of fulfilling the
      master liabilities, the term of guarantee undertaking) specified in the
      terms of this contract could be after the valid term of
      credit. 

              


      

      
        	
                 (5)   

              	
                 Creditor
      shall implement control over balance for the debtor. This balance refers
      to the sum of the balance incurred during the credit term the debtor takes
      in use of the credit given by the creditor, including the pending balance
      before due and overdue outstanding balance,
  i.e.: 

              


      

      
        	
                 1.   

              	
                 pending
      balance before due is all kinds of outstanding debt before expiration that
      the debtor correspondingly shall pay when the creditor processes the
      transactions for the debtor according to this
  Contract. 

              


      

      
        	
                 2.   

              	
                 overdue
      outstanding balance, is all kinds of outstanding debt before expiration
      that the debtor correspondingly shall pay but not fulfilled yet and the
      amount that the creditor has fulfilled to maintain its external credit
      standing when the creditor processes the transactions for the debtor
      according to this Contract. 

              


      

      
        	
                 (6)   

              	
                 “Sub-contract”
      is the contract based on the terms of the primary credit contract or
      specialized credit contract, the debtor shall sign with the creditor after
      getting approval of the creditor to concretely specify the amount and term
      of each master liability, and other rights and obligations. Primary credit
      contract or specialized credit contract is the Principal Contract of the
      sub-contracts. The sub-contracts, is an integral part of the Principal
      Contract, and has the same legal
effect. 

              


      

      
        	
                 (7)   

              	
                 “Prime
      liability” is the principal debt due for repayment occurred when the
      debtor process his business, including but not limited to the RMB/foreign
      currency principal, trade financing principal, bankers' acceptance bill,
      bills discounted, interest under the item of L/C, principal that the
      creditor is liable to guarantee for the debtor,
  etc. 

              


      

      


      


       Article
II Principal Contract 

      


       The
Principal Contract of this Contract is “Primary Credit Contract” and its
sub-contracts (No: CIB Shenzhen Nanxin (credit) Mortgage (2008)0004). The credit
amount is RMB30,000,000.00, and the term of the credit is from September 25,
2008 to September 25, 2009. 

      


       Article
III Guarantee Liability 

      


       The
guarantor is responsible for suretyship of joint and several liability under the
terms of this Contract. Under any circumstances that the debtor fails to fulfill
his liabilities (including the liability occurred when debtor or
mortgagor breaches the contract and the creditor announces the debt due
prematurely), the guarantor shall perform his liability of paying off the debit
in compliance with this contract. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         EXHIBIT
10.28 



       Article
IV The scope of Guarantee 

      


       The
guarantee applies to all the liabilities within the credit amount (including
several sub-contracts under the principal contract), including the prime
liability, interest (penalty interest), penalty, compensation for loss and
expenses for the creditor to fulfill his claim under the
credit. 

      


       The
expenses for the creditor to fulfill his claim includes but not limited to the
litigation fee, property preservation fee, application fee for execution, lawyer
fee, legal fee, announcement fee, appraisal fee, auction fee,
etc. 

      


      


       Article
V Term of Guarantee 

      


       The
guarantee term of all the liabilities under the credit is 2 years from the date
of execution of each primary liability. 

      


       On the
condition that the creditor takes back the loan prior of the agreed time, the
primary liability shall be regarded as early execution, and the guarantee term
of the liability is put ahead correspondingly. 

      


      


       Article
VI Demand Guarantees 

      


       The
liability of the guarantor under this Contract is demand guarantees, i.e. the
guarantor shall fulfill his liabilities of paying off debt upon receiving the
overdue notification specifying the liabilities under the guarantee contract and
balance of debts provided by the creditor. 

      


       Article
VII Representations and Warrants 

      


      
        	
                 1.   

              	
                 The
      Guarantor makes the following representations to the
      creditor: 

              


      

      
        	
                 (1)   

              	
                 The
      documents, materials, reports and vouchers that the mortgagor provides the
      creditor with is true and
accurate. 

              


      

      
        	
                 (2)   

              	
                 The
      guarantor ensures to use all of his personal property and income to
      fulfill the guarantee obligations, and shall not sell or transfer his own
      personal property to any third party with any reason within the guarantee
      term. 

              


      

      
        	
                 (3)   

              	
                 The
      guarantor hereby confirms having acquired the co-owner’s consent when
      making the family property as the guarantee, and the co-owner shall issue
      announcement to creditor in written
form. 

              


      

      
        	
                 (4)   

              	
                 The
      guarantor does not hide any of the following situations that has already
      happened or is going to happen and will disable the creditor to accept the
      guarantor: 

              


      

      
        	
                 1.   

              	
                 Unsettled
      litigation or arbitration; 

              


      

      
        	
                 2.   

              	
                 all
      kinds of debts of the guarantor or guarantee, mortgage or pledge provided
      to the third party; 

              


      

      
        	
                 3.   

              	
                 Any
      default events occurred under the contract the guarantor signed with
      the creditor or any other
creditors 

              


      

      
        	
                 4.   

              	
                 other
      situation that influences the guarantee ability of the
      guarantor. 

              


      

      
        	
                 2.   

              	
                 The
      guarantor makes the following warranties to the
    creditor: 

              


      

      
        	
                 (1)   

              	
                 Upon
      completion of the guarantee liabilities, the guarantor is entitled to seek
      compensation without affecting the debtor to pay off the debt in the
      future. But on the condition that the debtor faces the claim of
      compensation of the mortgagor and the requirement of payment under the
      Principal Contract, the mortgagor agrees that the debtor pay off his debt
      against the creditor in
priority. 

              


      

      
        	
                 (2)   

              	
                 If
      the debtor and guarantor have signed or shall sign a counter guarantee
      contract under the guarantee liabilities of this Contract, then this
      counter guarantee contract shall not do any harm to the rights and
      interest that the creditor has under this guarantee contract legally or
      factually. 

              


      

      
        	
                 (3)   

              	
                 The
      guarantor commits to inform the creditor in written form immediately on
      the events of default occurred under this contract, or any contract,
      guarantee contract or other contracts signed with any department of the
      creditor, organizations, other banks, non-financial organizations or
      units. 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
           EXHIBIT
10.28 

           

        

      

      
        	
                 (4)   

              	
                 Within
      the guarantee term, the guarantor shall not transfer, conceal, abandon
      property or exercise his right of claim
  passively. 

              


      

      
        	
                 (5)   

              	
                 On
      the condition that the debtor fails to fulfill its liabilities according
      to this Contract, no matter what other ways that the creditor has
      guaranteed the claim under the Principal Contract (including but not
      limited to guarantee, mortgage, pledge, guarantee letter, Standby and any
      other guarantee way), the creditor is entitled to required the guarantor
      to be responsible for all the guarantee liabilities, without exercising
      any guarantee rights. 

              


      

      


       Article
VIII Liabilities for Breach of Contracts 

      


      
        	
                 1.   

              	
                 On
      condition that one of the following situation occurs, it will be regarded
      as breaching the contract: 

              


      

      
        	
                 (1)   

              	
                 The
      mortgagor fails to fulfill the representations and warrants of Article XI
      of this Contract; 

              


      

      
        	
                 (2)   

              	
                 The
      mortgagor fails to fulfill the other terms of this
      Contract; 

              


      

      
        	
                 2.   

              	
                 The
      creditor is entitled to take one or several of the following measures, and
      in the meanwhile, the guarantor shall irrevocably authorize the
      creditor to take the measure 6 below without going through the legal
      procedures in case that the mortgagor breaches the
      contract: 

              


      

      
        	
                 (1)   

              	
                 Setting
      a deadline for the rectification of the
  breach; 

              


      

      
        	
                 (2)   

              	
                 Announcing
      the early expiration of the primary liability, and requiring the guarantor
      to be responsible for the jointly
  liabilities. 

              


      

      
        	
                 (3)   

              	
                 Requiring
      the guarantor to pay 10% of the loan of the principal contract as
      penalty; 

              


      

      
        	
                 (4)   

              	
                 Requiring
      the guarantor to pay for the actual loss that the indemnity is not
      sufficient to make up; 

              


      

      
        	
                 (5)   

              	
                 Cancelling
      the behavior that the guarantor does harm to the profit of the creditor
      according to law; 

              


      

      
        	
                 (6)   

              	
                 Deducting
      money from any account of the guarantor to pay off the debt within the
      guarantee liabilities; 

              


      

      
        	
                 (7)   

              	
                 Entitled to investigate against the guarantor the liabilities for breaching
      this Agreement. 

              


      

      


       Article
IX Independent Guarantee 

      


      
        	
                 1.   

              	
                 The
      guarantee stated in this Contract is independent. This contract shall not
      be invalid due to the invalidity of its Principal Contract under any
      circumstances. 

              


      

      
        	
                 2.   

              	
                 On
      the condition that the creditor and debtor agree to amend or supplement
      the principal contract, there’s no necessity of getting the approval of
      guarantor, and there’s no changes on the obligations of the guarantor
      under this Contract. 

              


      

      
        	
                 3.   

              	
                 On
      the condition that the debtor breaches the terms of the Contract
      (including but not limited to the behavior that the debtor does not use
      the loan as the agreed purpose of loan in this Contract), the guarantee
      obligations of the guarantor under this Contract shall not be influenced,
      and the guarantor shall not make it an excuse to alleviate or exempt from
      the obligations. 

              


      

      


       Article
X Execution of Obligations and Abandonment of Rights 

      


      
        	
                 1.   

              	
                 The
      obligations of the guarantor under this Contract is independent, and shall
      not be influenced by the relationship between any party of the contract
      and any third party, except
      as provided
      elsewhere in the contract. 

              


      

      
        	
                 2.   

              	
                 Any
      tolerance, extension, favorable conditions or any delay on exercising the
      rights under this Contract that the Creditor offers to the guarantor shall
      not influence, harm or restrict any rights and interests of the creditor
      according to this Contract and relative law and regulations, and shall not
      be considered as abandonment of rights and interests against the terms of
      this Contract, neither shall it affect any obligations of the guarantor
      specified in the Contract. 

              


      

      


       Article
XI Notification 

      


      
        	
                 1.   

              	
                 Any
      notification or all kinds of communication of this Contract shall be
      delivered to another party according to the address, telex or other
      contact means on the cover of this Contract in written
      form. 

              


      

      
        	
                 2.   

              	
                 Any
      changes of the contact information of any party of this Contract shall be
      notified to another party
immediately. 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
           EXHIBIT
10.28 

           

        

      

      
        	
                 3.   

              	
                 Any
      notice or contact that was delivered according to the above address
      (address after change shall apply) shall be regarded as to arrive at the
      following dates: 

              


      

      
        	
                 (6)   

              	
                 5
      work days after being delivered with registration for ordinary
      letter; 

              


      

      
        	
                 (7)   

              	
                 The
      day while receiving the confirmation of another party for
      telex; 

              


      

      
        	
                 (8)   

              	
                 Upon
      signing and receiving the mail for express
  mail. 

              


      

      


       Article
XII Governance 

      


       The
establishment, validity, explanation, performance and resolving of disputes of
this Contract applies to the law of People’s Republic of China. During the term
of this Contract, any arguments, disputes related to this contract shall be
resolved on the basis of friendly negotiation of both parties. When the
negotiation fails, one of the following measures shall be
adopted: 

       √ Apply for
arbitration at Shenzhen Arbitration Committee 

          Bring
an accusation at the People’s Court where the Contract was
signed 

      


      


       Article
XIII Validity and Termination of the Agreement 

      


       This
contract shall take effect when both parties sign or chop. When the creditor
requires notarization of this Contract, this contract shall take effect upon the
completion of the notarization procedures. 

      


       This
contract shall be terminated on the condition that all the liabilities of this
Contract is cleared off. 

      


       Article
XIV Text 

      


       The
original copies of this Contract is in triplicate. Both parties, registration
organization, notarization organization, and the debtor shall keep a copy
properly. 

      


      


       Article
XV Appendix: 

      


      


      


       Creditor (Corporate Chop):
Nanxin Branch, Shenzhen, Industrial Bank Co., Ltd. 

       

       Legal
representative or authorized agent (signature): /s/Zhu Jiusheng 

      


       September
21, 2008 

      


       Guarantor
(Signature in block letters): /s/Lei Xia 

       

       ID or
Passport number: 713199472 

      


       September
21, 2008