Unassociated Document


    
      
        Execution
Version



       

      


    

    
      

      

    

     

     

    DEED
OF GUARANTEE

    
 

     

    by

     

    


     

    CHINA
HOUSING AND LAND DEVELOPMENT, INC.

    
 

     

    Dated
November 5, 2008


     

    ______________________________

     

     

    Xi’an
Baqiao Project

     

    ______________________________

     

    


     

     

     

    
 

    
      

      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    TABLE
OF CONTENTS

     

     

    
      
        	Clause	 	
                Page 

              
	 	 	 
	
                1.

              	
                INTERPRETATION

              	
                1

              
	 
      	 
      	 
      
	
                2.

              	
                GUARANTEE

              	
                3

              
	 
      	 
      	 
      
	
                3.

              	
                REINSTATEMENT

              	
                5

              
	 
      	 
      	 
      
	
                4.

              	
                NATURE
      OF GUARANTEE AND WAIVER OF DEFENCES

              	
                5

              
	 
      	 
      	 
      
	
                5.

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                8

              
	 
      	 
      	 
      
	
                6.

              	
                UNDERTAKINGS

              	
                10

              
	 
      	 
      	 
      
	
                7.

              	
                PERSONAL
      LIABILITY

              	
                12

              
	 
      	 
      	 
      
	
                8.

              	
                POWER
      OF ATTORNEY

              	
                12

              
	 
      	 
      	 
      
	
                9.

              	
                CLAIMS
      BY THE GUARANTOR

              	
                13

              
	 
      	 
      	 
      
	
                10.

              	
                TAXES
      AND OTHER DEDUCTIONS

              	
                13

              
	 
      	 
      	 
      
	
                11.

              	
                FEES,
      COSTS, EXPENSES AND INTEREST

              	
                13

              
	 
      	 
      	 
      
	
                12.

              	
                INDEMNITY

              	
                14

              
	 
      	 
      	 
      
	
                13.

              	
                MISCELLANEOUS

              	
                16

              
	 
      	 
      	 
      
	
                14.

              	
                NOTICES

              	
                16

              
	 
      	 
      	 
      
	
                15.

              	
                SEVERABILITY

              	
                16

              
	 
      	 
      	 
      
	
                16.

              	
                AMENDMENTS
      AND WAIVERS

              	
                17

              
	 
      	 
      	 
      
	
                17.

              	
                SET-OFF

              	
                17

              
	 
      	 
      	 
      
	
                18.

              	
                CHANGES
      TO THE PARTIES

              	
                17

              
	 
      	 
      	 
      
	
                19.

              	
                GOVERNING
      LAW

              	
                17

              
	 
      	 
      	 
      
	
                20.

              	
                ENFORCEMENT

              	
                17

              


      

       

      



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    THIS DEED OF GUARANTEE (the “DEED”)
is dated November 5, 2008 and is made BY:

    


    
      	
              (1)

            	
              CHINA HOUSING AND LAND
      DEVELOPMENT, INC., a corporation established under the laws of the
      State of Nevada, the United States of America, with its registered address
      at 1000 E William ST., Suite 204 Carson City, NV 89701-3108, the United
      States of America (the “Guarantor”).

            


    

    


    
      	
               
      

            	
              IN
      FAVOUR OF:

            


    

    


    
      	
              (2)

            	
              SUCCESS HILL INVESTMENTS
      LIMITED, a company incorporated under the laws of the Hong Kong
      Special Administrative Region (“Hong Kong”), with its
      registered address at Flat/RM 1508, 15/F, Hing Yip Commercial Centre,
      272-284 Des Voeux Road Central, Hong Kong (the “HK SPV”);
      and

            


    

    


    
      	
              (3)

            	
              Prax Capital Real Estate
      Holding Limited, a company established under the laws of Hong Kong,
      with its registered address at Flat/RM 1508, 15/F, Hing Yip Commercial
      Centre, 272-284 Des Voeux Road Central, Hong Kong (“Prax”, together with the
      HK SPV, the “Beneficiaries”, and each
      a “Beneficiary”).

            


    

    


    


    NOW THIS DEED WITNESSES as
follows:-

    


    
      	
              1. 

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In this
Deed, except where the context otherwise requires:

     

    “Affiliate” shall have the
meaning attributed to such term in the Shareholders Agreement.

     

    “Aggregate Development Cost”
means any and all costs and expenses incurred to cause the Project to be
Completed including all Construction Costs and any other costs and expenses
incurred or otherwise payable by or on behalf of the Project Company in
connection with (i) the due diligence for, and the bidding and acquisition
of, the Target Land, (ii) the design and engineering of the Project,
(iii) any and all permits, licenses, authorizations and other governmental
approvals obtained by or on behalf of the Company in connection with the
acquisition of the Target Land and the development and construction of the
Target Land, (iv) the construction of the project on the Target Land and
any related on-site and off-site improvements and infrastructure (including all
amounts payable to the general contractor, subcontractors, suppliers and other
persons providing work, services, material of equipment for the Project), and
(v) interest on any of the amounts described in this definition payable
under the Onshore Financing or other financing obtained by the Project Company
for the development and construction of the Project.

     

    “CHL SPV” means Assets
Management Limited, a company established or to be established under the laws of
the British Virgin Islands.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    “Class A Shareholders” shall have the meaning
ascribed to it in the Shareholders Agreement.

     

    “Class B Shareholders” shall
have the meaning ascribed to it in the Shareholders Agreement.

     

    “Construction Cost” means the
aggregate of (i) any amount incurred or paid to any contractor or sub-contractor
in respect of site preparation, foundation, substructure, finishings,
infrastructure and other miscellaneous works of the Project, or to any supplier
for or in respect of work done, or materials or goods supplied, in connection
with the construction of the Project and in connection with making the Project
fit for occupation and (ii) any other amounts (including professional fees and
other expenses in connection with the Project) which, in the opinion of the
Beneficiaries, need to be incurred by the Project Company in order to finally
Complete the construction of the Project and cause the Project to receive a duly
issued and approved Project Completion Filing Form (竣工验收备案表) from the
applicable PRC government authorities.

     

    “Discharge Event” means the
completion of the Class B Shareholders’ purchase of Class A Shares pursuant to
Section 6.1 of the Shareholders Agreement (as evidenced by the Class A
Shareholders’ receipt in full of the Exit Price).

     

    “Exit Price” shall have the meaning
ascribed to it in the Shareholders Agreement.

     

    “Final Plans and
Specifications” means those final plans and specifications for the
construction and development of the Project, in the form approved by applicable
PRC governmental authorities and approved in writing by Prax.

     

    “Framework Agreement” means that certain
Framework Agreement entered into by and among the Guarantor, New Land and Prax
on the even date hereof.

     

    “Guaranteed Obligations” shall
have the meaning ascribed to it in Clause 2.1 of this Deed.

     

    “New Land Share Purchase” shall have the meaning
ascribed to it in the Shareholders Agreement.

     

    “Obligors” means, collectively,
New Land (and any third party succeeding to New Land’s interest in the Project
Company) and the CHL SPV (and any Class B Shareholders succeeding to CHL SPV’s
interest in the HK SPV); and “Obligor” shall mean one of the
Obligors.

     

    “Project” means the real estate
development project, predominantly including residential buildings but also
including a commercial area component, that the Project Company will own,
develop, construct, manage and operate on the Target Land.

     

    “Put Option” shall have the meaning
ascribed to it in the Shareholders Agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	
              1.2

            	
              Construction

            


    

     

    
      	
               
      

            	
              (a)

            	
              Initially
      capitalised terms in this Deed have, unless expressly defined otherwise in
      this Deed, the same meaning attributed to such terms in the Framework
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              For
      the purposes of this Deed, the construction works of the Project shall be
      deemed to have been “Completed” upon, and the
      terms “Complete”
      and “Completion”
      shall mean, (i) the issuance of a Project Completion Filing Form (竣工验收备案表) with
      respect to all of the units for the Project duly completed and approved by
      all relevant government authorities in PRC, (ii) the production of
      satisfactory evidence to Prax confirming that the Construction Costs have
      been fully settled, and (iii) the issuance of written confirmation
      from Prax that the Project’s improvements conform to the Final Plans and
      Specifications.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      “person” shall be
      construed as a reference to any person, firm, company, corporation,
      government, state or agency of a state or any association or partnership
      (whether or not having separate legal personality), or two (2) or more of
      the foregoing.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      terms “include”
      and “including”
      shall be construed as if followed by the phrase “without
      limitation”.

            


    

     

     

    
      	
              2.

            	
              GUARANTEE

            


    

     

    
      	
              2.1

            	
              Guaranteed
      Obligations

            


    

     

    The
Guarantor hereby irrevocably and unconditionally covenants and undertakes to
cause the parties named in this Clause 2.1 to fully and timely perform the
following obligations (collectively, the “Guaranteed
Obligations”):

    


    
      	
               
      

            	
              (a)

            	
              the
      Project Company shall develop, construct and sell (including effecting
      pre-sales), or cause to be developed, constructed and sold, the Project
      and its residential units in accordance with the relevant milestones and
      time periods set forth in the Approved Budget and Business
      Plan;

            


    

     

    
      	
               
      

            	
              (b)

            	
              New
      Land shall fund or otherwise provide the Funded Pre-Construction Costs to
      the Project Company in accordance with the Framework Agreement, the
      Approved Budget and Business Plan and the Joint Venture
      Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Project Company shall cause the Project to be Completed for an Aggregate
      Development Cost that does not exceed the equivalent amount or amounts
      specified in the Approved Budget and Business Plan (as adjusted or
      otherwise amended by the respective board of directors of the HK SPV and
      the Project Company pursuant to the Shareholders’ Agreement and/or the
      Joint Venture Agreement, as applicable, the “Budgeted Development
      Costs”);

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (d)

            	
              if
      the Class A Shareholders exercise the Put Option under the Shareholders
      Agreement, CHL SPV (or any Class B Shareholders succeeding to CHL SPV’s
      interest in the HK SPV) shall timely purchase, or cause another affiliate
      of the Guarantor to purchase, from the Class A Shareholders all of the
      Class A Shares for the Exit Price,
      pay the Exit Price and timely perform its other covenants and obligations
      under the Shareholders Agreement in connection with such
      purchase;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Project Company shall, and the CHL SPV (or any Class B Shareholders
      succeeding to the CHL SPV’s interest in the HK SPV) shall cause the
      Project Company to, distribute the profits of the Project Company to the
      HK SPV strictly in accordance with the provisions of the Joint Venture
      Agreement and the Project Company Articles of
  Association;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      HK SPV shall, and the CHL SPV (or any Class B Shareholders succeeding to
      the CHL SPV’s interest in the HK SPV) shall cause the HK SPV to,
      distribute the profits of the HK SPV to the Class A Shareholders strictly
      in accordance with the provisions of the Shareholders Agreement;
      and

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      CHL SPV (or any Class B Shareholders succeeding to the CHL SPV’s interest
      in the HK SPV) shall cause the officers and directors of the HK SPV and
      the Project Company appointed by, or appointed in the direction of, the
      CHL SPV (or any Class B Shareholders succeeding to the CHL SPV’s interest
      in the HK SPV) to take such actions and execution such documents and
      instruments to effect the distributions referred to in sub-sections (e)
      and (f) above.

            


    

     

    
      	
              2.2

            	
              Remedies

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Guarantor acknowledges that if the Guaranteed Obligations are not fully
      performed as provided in Clause 2.1 by the Obligors, then the
      Guarantor personally shall perform the Guaranteed Obligations, or cause
      the Guaranteed Obligations to be performed.  If the Guarantor
      fails to timely and fully perform its obligations under this Deed within
      the time period designated by any Beneficiary in its sole discretion after
      such Beneficiary delivers a written notice to the Guarantor, then the
      following shall apply:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Any
      Beneficiary shall be at liberty to apply to an arbitration panel in
      accordance with Clause 20.1 below for a mandatory order declaring the
      Guarantor to be liable as aforesaid and ordering it to specifically
      perform its contractual obligations
hereunder.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      the Aggregate Development Costs exceed the Budgeted Development Costs,
      such excess shall be paid by the Guarantor or its subsidiaries to the HK
      SPV or the Project Company (at the direction of Prax in its sole
      discretion) upon demand by any
Beneficiary.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              If
      by reason of the Guarantor's failure, neglect or refusal to perform, or
      cause to be performed, the Guaranteed Obligations and its other
      obligations under this Deed, any Beneficiary elects to incur expenses
      whether by making payment to the Project Company, the HK SPV or to any
      other parties to ensure Completion of the Project following a breach by
      the Guarantor of its obligations hereunder, such expenses shall forthwith
      be recoverable from the Guarantor as
damages.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (iv)

            	
              The
      Beneficiaries shall be at liberty to claim damages from the Guarantor
      either by way of primary remedy (without seeking a mandatory order as
      aforesaid) or (in case any Beneficiary does seek a mandatory order as
      aforesaid but the courts shall decline to make such order) as an
      alternative to a mandatory order.

            


    

     

     

    
      	
              3. 

            	
              REINSTATEMENT

            


    

     

    
      	
              3.1

            	
              Reinstatement

            


    

     

    If any
payment by any Obligor is avoided or reduced (the “Reduced Amount”) for any
reason including, without limitation, as a result of insolvency, bankruptcy,
breach of fiduciary or statutory duties or any similar event with respect to any
person:

    


    
      	
               
      

            	
              (a)

            	
              the
      liability of the Guarantor shall continue and/or be reinstated, as
      applicable, as if the payment, discharge, avoidance or reduction of the
      Reduced Amount had not occurred;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Beneficiaries shall be entitled to recover the value or amount of that
      payment from the applicable Obligor and the Guarantor, if the payment is a
      payment the Guarantor is required to tender hereunder, as if the payment,
      discharge, avoidance or reduction of the Reduced Amount had not
      occurred.

            


    

     

     

    
      	
              4. 

            	
              NATURE
      OF GUARANTEE AND WAIVER OF DEFENCES

            


    

     

    
      	
              4.1

            	
              Continuing
      Guarantee

            


    

     

    This Deed
shall be, and will at all time hereafter, be a continuing
guarantee.  It shall not be revoked by the Guarantor and, subject to
the provisions of Clauses 3.2 and 3.3 above, shall remain effective until a
Discharge Event has occurred, as reasonably determined by the
Beneficiaries.  The fact that at any time or from time to time the
obligations under this Deed may be increased or reduced shall not release or
discharge the obligations of the Guarantor hereunder to the
Beneficiaries.

    


    
      	
              4.2

            	
              Additional
      Security

            


    

     

    The
obligations of the Guarantor hereunder are in addition to, and are independent
of and shall not be in any way prejudiced by, any other indemnity, guarantee or
security now or subsequently held by any Beneficiaries in respect of the
transactions contemplated under the Framework Agreement and the other
Transaction Documents.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	
              4.3

            	
              Protective
      Provisions

            


    

     

    This Deed
is an independent, irrevocable, absolute and continuing guarantee against
non-payment and non-performance and not a guaranty of
collection.  Neither the liability of the Guarantor nor the validity
or enforceability of this Deed shall be prejudiced, affected or discharged by,
and the Guarantor hereby irrevocably waives any defences it may now or hereafter
have in any way relating to, any of the following:

    


    
      	
               
      

            	
              (a)

            	
              the
      granting of any time, indulgence, concession, compromise, waiver or
      consent whatsoever at any time given to any Obligor or any other
      person;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      amendment, modification or variation of any Transaction Document or any
      other agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      change in the time, manner or place of payment of, or in any other term
      of, the Transaction Document or any other amendment or waiver of or
      consent to any departure from any Transaction Document (other than this
      Deed);

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      illegality, invalidity or unenforceability of any obligation or liability
      of any Obligor or any other person;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      invalidity or irregularity in the execution of any Transaction Document or
      any other agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      lack of or deficiency in the powers of any Obligor or any other person to
      enter into or perform any of its obligations or liabilities under any
      Transaction Document or any other agreement or any irregularity in the
      exercise thereof or any lack of or deficiency in authority by any person
      purporting to act on behalf of any Obligor or any other
      person;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      insolvency, liquidation, incapacity, disability, limitation, change of
      constitution or status, death, or bankruptcy of any Obligor or any other
      person;

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      other Transaction Document, indemnity, guarantee or other security or
      right or remedy being or becoming held by or available to the
      Beneficiaries, or by any of the same being or becoming wholly or partly
      void, voidable, unenforceable or impaired, or by the Beneficiaries at any
      time exercising or failing to exercise, releasing, refraining from
      enforcing, varying or in any other way dealing with any of the same, or
      any power, right, remedy or security the Beneficiaries may now or
      hereafter have from or against any Obligor or any other
      person;

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      release, waiver, exercise, omission to exercise or renewal of any rights
      against any Obligor or any other person or any compromise, arrangement or
      settlement with any of the same;

            


    

     

    
      	
               
      

            	
              (j)

            	
              any
      change, restructuring or termination of the company or corporate structure
      or existence of any Obligor or any other
person;

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (k)

            	
              any
      defence based on applicable statutes of limitations, or any existence or
      reliance on any representation by the Beneficiaries, or any other
      circumstance that might otherwise constitute a defence available to, or a
      discharge of any Obligor or any other
person;

            


    

     

    
      	
               
      

            	
              (l)

            	
              any
      failure of the Beneficiaries to disclose to the Guarantor or any other
      person any information relating to the financial condition, operations,
      properties or prospects of any Obligor or any person now or in the future
      known to the Beneficiaries (the Guarantor waiving any duty on the part of
      any Beneficiary to disclose such information);
  and/or

            


    

     

    
      	
               
      

            	
              (m)

            	
              any
      act, omission, matter, circumstance or event which would or may, but for
      the provisions of this Clause 4.3, operate to impair, prejudice, discharge
      or otherwise affect this Deed or the obligations or liabilities of the
      Guarantor hereunder.

            


    

     

    
      	
              4.4

            	
              Additional
      Waivers of Defences

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Guarantor further waives for the benefit of the
    Beneficiaries:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      right to require the Beneficiaries to proceed against any Obligor or to
      pursue any other remedy in its
powers;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      defence based on any statute or rule of law which provides that the
      obligation of a surety must be neither larger in amount nor in any other
      aspects more burdensome than that of a
  principal;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              demands,
      presentments, protests and notices of any kind (except for notices
      expressly required to be given under this Deed), including, without
      limiting the generality of the foregoing, notice of the existence,
      creation or incurring of new or additional indebtedness or of any action
      or non-action on the part of any Obligor under the Transaction Documents
      or any other instrument, or any other person whosoever, in connection with
      any obligation or evidence of indebtedness held by the Beneficiaries under
      the Transaction Documents;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      right of subrogation and any right to enforce any remedy which any
      Beneficiary now has or may hereafter have against any Obligor and any
      benefit of, and any right to participate in, any security now or hereafter
      held by the Beneficiaries; provided, however, the Guarantor’s right of
      subrogation against the Obligors shall be re-instated after the Guaranteed
      Obligations have been fully performed and the Guarantor’s obligations
      under this Deed have been fully performed;
and

            


    

     

    
      	
               
      

            	
              (v)

            	
              to
      the fullest extent permitted by applicable Laws, any defences or benefits
      that may be derived from or afforded by any principles or provisions of
      law, statutory or otherwise, which limit the liability of or exonerate
      indemnifiers, guarantors or sureties, or which may conflict with the terms
      of this Deed.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (b)

            	
              The
      Guarantor, by execution hereof, represents to the Beneficiaries that the
      relationship between the Guarantor and each Obligor is such that the
      Guarantor has access to all relevant facts and information concerning the
      Project and each Obligor, and that the Beneficiaries can rely upon the
      Guarantor having such access.  The Guarantor hereby waives and
      agrees not to assert any duty on the part of the Beneficiaries to disclose
      to the Guarantor any facts that it may now or hereafter know about the
      Project or each Obligor, regardless of whether the Beneficiaries have
      reason to believe that any such facts materially increase the risk beyond
      that which the Guarantor intends to assume, or have reason to believe that
      such facts are unknown to the Guarantor, or have a reasonable opportunity
      to communicate such facts to the Guarantor.  The Guarantor is
      fully responsible for being and keeping informed of the financial
      condition of the Obligors and all circumstances bearing on the risk of
      delay of construction and development of the Project.  The
      Guarantor further acknowledges that it will receive substantial direct and
      indirect benefits from the transactions contemplated by the Transaction
      Documents and that the waivers set forth in this clause and in any other
      provision of this Deed are knowingly made in contemplation of such
      benefits.

            


    

     

    
      	
               
      

            	
              (c)

            	
              This
      Deed (or any provision hereof) may be enforced, and any demand hereunder
      may be made, without the Beneficiaries first having recourse to any other
      security or rights, or taking any other steps or proceedings against any
      Obligor.  Further, this Deed may be enforced for any balance due
      after resorting to any one or more other means of obtaining payment or
      discharge of the monies, obligations and liabilities secured
      hereby.  In connection therewith and in furtherance thereof, the
      Guarantor hereby expressly waives any right it may have to first require
      the Beneficiaries to proceed against or enforce any other rights or claim
      payment from any person before claiming from the Guarantor under this
      Deed.

            


    

     

     

    
      	
              5. 

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    The
Guarantor hereby makes the representations and warranties set out in this Clause
to each Beneficiary as of the date of this Deed.

    


    
      	
              5.1

            	
              Status

            


    

     

    The
Guarantor is a corporation, duly incorporated and validly existing under the
laws of the State of Nevada, the United States of America and has the power to
own its assets and carry on its business as it is being
conducted.  CHL SPV is a wholly-owned subsidiary of CHL.

     

    
      	
              5.2

            	
              Powers
      and Authority

            


    

     

    The
Guarantor has the power to enter into, perform and deliver, and has taken all
necessary action to authorise the entry into, and the performance and delivery
of, this Deed and the transactions contemplated by this Deed.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
      	
              5.3

            	
              Legal
      Validity

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      Deed is legally binding, valid and enforceable against the Guarantor in
      accordance with its terms.

            


    

     

    
      	
               
      

            	
              (b)

            	
              This
      Deed is in the proper form for its enforcement in the jurisdiction of the
      Guarantor’s incorporation and the jurisdictions where the Guarantor has
      material assets.

            


    

     

    
      	
              5.4

            	
              Non-conflict

            


    

     

    The
Guarantor’s execution and delivery of this Deed, and its performance of the
transactions and obligations specified in this Deed, do not and will not
conflict with:

     

    
      	
               
      

            	
              (a)

            	
              any
      of the Laws applicable to the
Guarantor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Guarantor’s constitutional documents;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      document which is binding upon the Guarantor or any of its
      assets.

            


    

     

    
      	
              5.5

            	
              No
      Default

            


    

     

    
      	
               
      

            	
              (a)

            	
              No
      default is outstanding or will result from the Guarantor’s entry into of,
      or the Guarantor’s performance of any transaction contemplated by, this
      Deed.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      other event or circumstance is outstanding which constitutes a default, or
      with the giving of written notice and for the passage of time would
      constitute a default, of the Guarantor under any document which is binding
      on the Guarantor or any of its
assets.

            


    

     

    
      	
              5.6

            	
              Authorisations

            


    

     

    All
authorisations required by the Guarantor in connection with the entry into,
validity and enforceability of this Deed, and the Guarantor’s performance of the
transactions contemplated by, this Deed have been obtained or effected (as
appropriate) and are in full force and effect.

     

    
      	
              5.7

            	
              Litigation

            


    

     

    No
litigation, arbitration or administrative proceedings are current or, to the
Guarantor’s knowledge, pending or threatened, which either question the
legality, validity or propriety of this Deed, or could materially affect the
Guarantor’s ability to carry out its obligations hereunder.

     

    
      	
              5.8

            	
              Ranking

            


    

     

    The
Guarantor’s payment obligations under this Deed rank at least pari passu with the claims of
all its other present and future unsecured and unsubordinated creditors, except
for obligations mandatorily preferred by Laws applying to companies
generally.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      	
              5.9

            	
              Immunity

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Guarantor’s execution and delivery of this Deed constitutes, and the
      Guarantor’s performance of its obligations under this Deed will
      constitute, private and commercial acts performed for private and
      commercial purposes.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Guarantor will not be entitled to claim immunity from suit, execution,
      attachment or other legal process in any proceedings taken in its
      jurisdiction of incorporation in relation to this
  Deed.

            


    

     

    
      	
              5.10

            	
              Validity
      and Admissibility in Evidence

            


    

     

    All
authorisations required or desirable:

     

    
      	
               
      

            	
              (a)

            	
              to
      enable the Guarantor lawfully to enter into and comply with its
      obligations in this Deed;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      make this Deed admissible in evidence in the Guarantor’s jurisdiction of
      incorporation and the jurisdictions where the Guarantor has material
      assets; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              for
      the Guarantor to carry on its business as currently carried
      on,

            


    

     

    have been
obtained or effected by the Guarantor and are in full force and
effect.

     

    
      	
              5.11

            	
              Guarantor’s
      Financial Conditions

            


    

     

    As of the
date hereof, and after giving effect to this Deed and the contingent obligation
evidenced hereby, the Guarantor is, and will be, solvent, and has and will have
assets which, fairly valued, exceed its obligations, liabilities (including
contingent liabilities) and debts, and has and will have property and assets
sufficient to satisfy and repay its obligations and liabilities

     

    
      	
              5.12

            	
              Survival

            


    

     

    The
representations and warranties of the Guarantor made in this Deed are continuing
representations and warranties and shall survive the execution of this
Deed.

     

    
      	
              5.13

            	
              Acknowledgement
      of Reliance

            


    

     

    The
Guarantor acknowledges that the Beneficiaries and their Affiliates are entering
into this Deed and the other Transaction Documents to which they are parties in
reliance upon the representations and warranties contained in this Clause
5.

     

     

    
      	
              6. 

            	
              UNDERTAKINGS

            


    

     

    
      	
              6.1

            	
              Affirmative
      Undertakings

            


    

     

    The
Guarantor undertakes and agrees with each Beneficiary throughout the continuance
of this Deed that it shall undertake and perform each of the
following:

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (a)

            	
              the
      Guarantor shall supply to Prax:

            


    

     

    
      	
               
      

            	
              (A)

            	
              its
      audited financial statements for each of its financial years within one
      hundred twenty (120) days after the end of the relevant financial year;
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              its
      unaudited financial statements for the first half-year of each of its
      financial years within sixty (60) days after the end of the relevant
      financial period;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Guarantor shall make all payments and perform all of its obligations under
      this Deed in accordance with the terms of this
  Deed;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Guarantor shall preserve and keep in full force and effect its existence
      as a corporation incorporated under the Laws of the State of Nevada,
      United States of America or of any other State of the United States of
      America, and all material franchises, rights and privileges under the Laws
      of the jurisdiction of its formation, and all material qualifications,
      licenses and permits applicable to the ownership, administration and
      management of its assets;

            


    

     

    
      	
               
      

            	
              (d)

            	
              at
      all times, the Guarantor shall comply with all restrictions and
      limitations in its organizational
documents;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Guarantor shall obtain and maintain in full force and effect all
      authorisations from time to time required from any governmental or other
      authorities or from any of its shareholders or creditors for or in
      connection with the execution, validity and performance of this Deed, and
      take immediate steps to obtain and thereafter maintain in full force and
      effect any other authorisations which may become necessary or advisable
      for any of the foregoing purposes and comply with all conditions attached
      to all authorisations obtained;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Guarantor shall remain a publicly listed company on the National
      Association of Securities Dealers Automated Quotation System (NASDAQ)
      stock exchange or such other national stock exchange of the United States
      of America acceptable to the Beneficiaries;
and

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Guarantor’s obligations under this Deed at all times shall rank at least
      pari passu with
      all of its unsecured and unsubordinated obligations, except for
      obligations mandatorily preferred by Laws applying to companies
      generally.

            


    

     

    
      	
              6.2

            	
              Negative
      Undertakings

            


    

     

    The
Guarantor hereby covenants and undertakes with the Beneficiaries that, at any
time prior to the occurrence of the Discharge Events:

     

    
      	
               
      

            	
              (a)

            	
              the
      CHL SPV shall remain a wholly (i.e. 100%) owned direct subsidiary of the
      Guarantor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              upon
      the proposed occurrence of (i) any sale, transfer, assignment or
      other disposition of all or substantially all of the assets of CHL or
      (ii) any merger, reorganization or consolidation of CHL (each of such
      event or transaction, the “Proposed Transaction”),
      CHL shall, immediately after the board of directors and shareholders’
      meeting (or similar organ with the authority to approve such transaction)
      approve such Proposed Transaction, notify Prax of the details of the
      Proposed Transaction in the form and substance reasonably acceptable to
      Prax for Prax’s review; provided that the Proposed Transaction does not
      have materially adverse affect on the Beneficiaries’ interests and rights
      under the Transaction Documents and any transferee, assignee or successor
      in the Proposed Transaction have provided Prax with written undertakings
      reasonably acceptable to Prax that it shall continue to perform, and cause
      its Affiliates to continue to perform, this Deed and the relevant
      Transaction Documents, Prax shall not unreasonably exercise its rights to
      revoke or object to the Proposed Transaction and, if Prax does not serve
      any notice of revocation of or objection to the Proposed Transaction
      within ten (10) Business Days following its receipt of CHL’s notification,
      Prax shall be deemed as waiving its right to revoke or object to the
      Proposed Transaction;

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (c)

            	
              the
      Guarantor shall not, and shall not consent to, the filing of any
      bankruptcy, insolvency, insolvent corporate reorganization, insolvent
      company arrangement, civil rehabilitation, special liquidation,
      moratorium, readjustment of debt, appointment of a conservator, trustee,
      supervisor, inspector or receiver, or similar debtor relief by any
      Obligor; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Guarantor shall not, and shall not consent to, authorize or permit any
      person to mortgage, pledge, assign for security purposes, sell, convey,
      assign or transfer any direct or indirect ownership in any
      Obligor.

            


    

     

     

    
      	
              7. 

            	
              PERSONAL
      LIABILITY

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      obligations, responsibility and liability on the part of the Guarantor
      herein shall be personal to the Guarantor, and shall not be affected,
      diminished or prejudiced by the release, discharge, surrender, variation,
      substitution or dissipation of all or any portion of this
      Deed.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      separate action or actions may be brought and prosecuted against the
      Guarantor, whether or not any action is brought against any Obligor or any
      other person, or whether or not any Obligor or any other person is joined
      in such actions or actions.

            


    

     

     

    
      	
              8. 

            	
              POWER
      OF ATTORNEY

            


    

     

    
      	
               
      

            	
              The
      Guarantor hereby irrevocably appoints Prax (with full power of
      substitution) to be its attorney in its name and on its behalf to, upon
      the Guarantor’s failure to timely and fully perform its obligations under
      this Deed (after the expiration of the cure period designated by the a
      Beneficiary pursuant to Clause 2.2(a) above), execute, sign, do and
      perform all assurances, deeds, instruments, acts and things whatsoever
      which, in the reasonable opinion of Prax, are necessary or expedient for
      the Guarantor to execute, sign, do or perform for the purpose of carrying
      out any of the undertakings, covenants and obligations declared or imposed
      by this Deed upon the Guarantor or for giving to Prax on behalf of the
      Guarantor the full benefit of any of the provisions hereof, and generally
      to use the Guarantor’s name in the exercise of all or any of the rights,
      remedies and powers conferred on the Guarantor including in particular,
      but without prejudice to the generality of the foregoing, the right of
      recovery of any sums at any time and from time to time due and payable,
      under or pursuant to this Deed.  The Guarantor covenants that it
      will ratify and confirm all that the attorney appointed pursuant to this
      Clause shall lawfully do or cause to be done by virtue of these
      presents.

            


    

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
      	
              9. 

            	
              CLAIMS
      BY THE GUARANTOR

            


    

     

    
      	
               
      

            	
              The
      Guarantor represents to and undertakes with the Beneficiaries that it has
      not taken and will not take any security in respect of its liability under
      this Deed from any Obligor.  So long as no Discharge Event has
      occurred, the Guarantor shall not exercise any right of subrogation,
      contribution (including any right to seek contribution) or any other
      rights of a surety, or enforce any security or other right or claim,
      against any Obligor (whether in respect of its liability under this Deed
      or otherwise).  In addition, until such time as a Discharge
      Event has occurred, the Guarantor shall not assert a claim in the
      insolvency or liquidation of Obligor in competition with the
      Beneficiaries.

            


    

     

     

    
      	
              10. 

            	
              TAXES
      AND OTHER DEDUCTIONS

            


    

     

    All sums
payable by the Guarantor under this Deed shall be paid in full without set-off
or counterclaim or any restriction or condition and free and clear of any tax or
other deductions or withholdings of any nature.  If the Guarantor or
any other person is required by any Law to make any deduction or withholding (on
account of tax or otherwise) from any payment for the account of the
Beneficiaries, the Guarantor shall, together with such payment, pay such
additional amount as will ensure that the Beneficiaries receive (free and clear
of any tax or other deductions or withholdings) the full amount which it would
have received if no such deduction or withholding had been
required.  The Guarantor shall promptly forward to the Beneficiaries
copies of official receipts or other evidence showing that the full amount of
any such deduction or withholding has been paid over to the relevant taxation or
other authority.

     

     

    
      	
              11. 

            	
               FEES,
      COSTS, EXPENSES AND INTEREST

            


    

     

    
      	
              11.1

            	
              Costs,
      Charges and Expenses

            


    

     

    The
Guarantor shall from time to time forthwith on demand pay to or reimburse each
Beneficiary for:

     

    
      	
               
      

            	
              (a)

            	
              all
      costs, charges and expenses (including legal and other fees on a full
      indemnity basis and all other out-of-pocket expenses) incurred by the
      Beneficiaries in connection with the execution and registration of this
      Deed, the preparation, execution and registration any other documents
      required in connection herewith and/or any amendment to or extension of,
      or the giving of any consent or waiver in connection with, this Deed or in
      releasing or re-assigning this Deed;
and

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (b)

            	
              all
      costs, charges and expenses (including legal and other fees on a full
      indemnity basis and all other out-of-pocket expenses) incurred by the
      Beneficiaries in exercising any of its powers hereunder or in suing for or
      seeking to recover any sums due hereunder or otherwise preserving or
      enforcing its rights hereunder or in defending any claims brought against
      the Beneficiaries in respect of this
Deed.

            


    

     

    
      	
              11.2

            	
              Interest

            


    

     

    The
Guarantor shall, with respect to all monies payable under this Deed, pay
interest (on a joint and several basis), accruing from the due date of such
payment until the date of such payment (whether before or after any demand or
judgment and notwithstanding the liquidation of the Guarantor or any Obligor) at
a rate of ten percent (10 %) per annum,
compounded annually.

     

     

    
      	
              12. 

            	
              INDEMNITY

            


    

     

    
      	
              12.1

            	
              General
      Indemnity

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Guarantor shall indemnify, defend and hold each Beneficiary harmless from
      and against any and all losses, liabilities, claims, damages, expenses,
      obligations, penalties, actions, judgments, suits, costs or disbursements
      of any kind or nature whatsoever, including the Beneficiaries’ first party
      losses, all third party claims against any of the Beneficiaries and any
      attorney’s fees, directly or indirectly incurred or accruing by reason of
      (i) any failure of any of the Obligors to fully and timely perform all of
      the Guaranteed Obligations, (ii) any failure of the Guarantor to fully and
      timely perform any of its obligations under this Deed, and (iii) any acts
      performed by the Beneficiaries pursuant to the provisions of this Deed
      (including without limitation Clause 8 hereof), except as a result of such
      Beneficiary’s fraud, gross negligence or wilful misconduct.  All
      sums paid by the Guarantor pursuant to this Clause, and all other sums
      expended by the Beneficiaries to which they shall be entitled to be
      indemnified under or pursuant to this Deed, shall be payable by the
      Guarantor to each Beneficiary upon
demand.

            


    

     

    
      	
              12.2

            	
              Currency
      Indemnity

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      an amount due to any Beneficiaries from the Guarantor in one currency (the
      “first currency”) is received by the relevant Beneficiaries in another
      currency (the “second currency”), the Guarantor’s obligation to such
      Beneficiaries in respect of such amount shall only be discharged to the
      extent that such Beneficiaries may purchase the first currency with the
      second currency in accordance with normal banking procedure. If the amount
      of the first currency which may be so purchased (after deducting any costs
      of exchange and any other related costs) is less than the amount so due,
      the Guarantor shall, upon receiving written notice,  indemnify
      such Beneficiary against the
shortfall.

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
      	
              12.3

            	
              The
      Guarantor shall indemnify each Beneficiary as required under Clause 12.1
      and 12.2 within five (5) Business Days of their receipt of a written
      demand from any Beneficiary for indemnity under this
    clause.

            


    

     

    
      	
              12.4

            	
              The
      indemnity obligation of the Guarantor under Clause 12.1 and 12.2 shall
      each be an obligation of the Guarantor independent of, and in addition to,
      its other obligations under this Deed and shall take effect
      notwithstanding any time or other concession granted to any Obligor or any
      judgment or order being obtained or the filing of any claim in the
      liquidation, dissolution or bankruptcy (or any similar proceeding) of any
      Obligor.

            


    

     

    
      	
              12.5

            	
              Force
      Majeure

            


    

     

    
      	
               
      

            	
              (a)

            	
              Scope of Force
      Majeure.  Force majeure events include, but are not
      limited to, acts of God, war, terrorism, civil commotion, riot, blockade
      or embargo, delays of carriers, fire, explosion, labor dispute, casualty,
      accident, earthquake, epidemic, flood, windstorm, or by reason of any law,
      order, proclamation, regulation, ordinance, demand, expropriation,
      requisition or requirement or any other act of any governmental authority,
      including military action, court orders, judgments or decrees, or any
      other cause beyond the reasonable control of the Guarantor and each of the
      Obligors, whether or not foreseeable.  Notwithstanding the
      foregoing, the Guarantor’s or any Obligor’s lack of funds, insolvency or
      difficulty in making any payment or performing any indemnification
      obligation under this Deed shall not constitute a force majeure event or
      entitle Guarantor to any relief under this
    Clause 12.5.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notice.  Should
      the Guarantor be prevented from performing the terms and conditions of
      this Deed due to the occurrence of any force majeure event, the Guarantor
      shall send notice to the Beneficiaries within seven (7) days from the date
      on which the Guarantor has knowledge, or should have knowledge of the
      occurrence of the force majeure event stipulating the occurrence thereof
      and stating in the notice that such event is an event of force
      majeure.  The Guarantor’s failure to deliver such notice prior
      to the expiration of the above seven-day period shall constitute
      Guarantor’s affirmative and automatic waiver of any right to obtain relief
      under this Clause 12.5 or any similar defense or relief available
      under applicable law.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Performance.  Any
      delay or failure in performance of this Deed caused by a force majeure
      event shall not constitute default by the Guarantor under this
      Deed.  Upon the occurrence of a force majeure event where notice
      has been given by the Guarantor as required by Clause 12.5(b) above,
      the Guarantor shall be excused from the performance of the obligation only
      to the extent that such performance is prevented by the force majeure
      event; provided, however (i) the Guarantor shall take, at its sole
      cost and expense, those actions required by the Beneficiaries to mitigate
      losses arising from the force majeure event, (ii) upon the lapsing of
      the force majeure event, the Guarantor immediately shall resume the
      performance of those obligations affected by such force majeure event, and
      (iii) the Guarantor shall update the Beneficiaries in a regular and
      diligent manner regarding the current status of the force majeure event,
      the actions being taken by Guarantor to mitigate losses arising from such
      force majeure event and the ending or termination of the force majeure
      event.

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	
              13. 

            	
              MISCELLANEOUS

            


    

     

    
      	
              13.1

            	
              Certificates
      and determinations

            


    

     

    Any
certification or determination by a Beneficiary of an amount under this Deed
will be, in the absence of manifest error, conclusive evidence of the matters to
which it relates.

     

    
      	
              13.2

            	
              Time

            


    

     

    Time is
of the essence of the Guarantor's obligations under this Deed.

     

    
      	
              13.3

            	
              Governing
      Language

            


    

     

    This Deed
is written in both English and Chinese languages.  Both versions shall
be equally valid and effective but, in the event of inconsistency between the
two versions, the English version shall prevail.

     

     

    
      	
              14. 

            	
              NOTICES

            


    

     

    All
notices or other communications under or in connection with this Deed shall be
made in writing and given in the manner set out in Article IX of the
Framework Agreement, except that (a) notices to the Guarantor shall be
addressed using the contact information for CHL specified in the Framework
Agreement and (b) notices to the Beneficiaries shall be addressed using the
address for Prax specified in the Framework Agreement.

     

     

    
      	
              15. 

            	
              SEVERABILITY

            


    

     

    If a term
of this Deed is or becomes illegal, invalid or unenforceable in any respect
under any jurisdiction, that will not affect:

     

    
      	
               
      

            	
              (a)

            	
              the
      legality, validity or enforceability in that jurisdiction of any other
      term of this Deed; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      legality, validity or enforceability in other jurisdictions of that or any
      other term of this Deed.

            


    

     

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
      	
              16. 

            	
              AMENDMENTS
      AND WAIVERS

            


    

     

    No
amendment, modification or waiver of any provision of this Deed, shall in any
event be effective unless and until the Guarantor and the Beneficiaries reach
mutual agreement in writing.

     

     

    
      	
              17. 

            	
              SET-OFF

            


    

     

    A
Beneficiary may set off any matured obligation owed to it by the Guarantor under
this Deed against any obligation (whether or not matured) owed by that
Beneficiary to the Guarantor, regardless of the place of payment, booking branch
or currency of either obligation.  If the obligations are in different
currencies, the Beneficiary may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of effecting such
set-off.

     

     

    
      	
              18. 

            	
              CHANGES
      TO THE PARTIES

            


    

     

    
      	
              18.1

            	
              The
      Guarantor

            


    

     

    The
Guarantor may not assign or transfer any of its rights or obligations under this
Deed without the prior written consent of the Beneficiaries, which consent may
be withheld in the sole and absolute discretion of the
Beneficiaries.

     

    
      	
              18.2

            	
              The
      Beneficiaries

            


    

     

    Any
Beneficiary may assign or otherwise dispose of all or any of its rights under
this Deed to any person or party Controlled by, under common Control with or
Controlling such Beneficiary; provided, however, any assignment or disposition
of the rights under this Deed by the HK SPV shall be subject to the prior
written consent of Prax, which consent may be withheld in Prax’s sole and
absolute discretion.  Further, Prax may assign its rights under this
Deed in whole or in part to any person or party acquiring some or all of the
shares of Prax in the HK SPV.

     

     

    
      	
              19. 

            	
              GOVERNING
      LAW

            


    

     

    This Deed
is governed by Hong Kong law, without taking into consideration conflict of laws
provisions thereof.

     

     

    
      	
              20. 

            	
              ENFORCEMENT

            


    

     

    
      	
              20.1

            	
              Jurisdiction

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      the event of any dispute arising from or in connection with this Deed, the
      dispute shall be submitted to resolution by arbitration before China
      International Economic and Trade Arbitration Commission (“CIETAC”), Shanghai
      Sub-Commission in accordance with the CIETAC Arbitration Rules presently
      in force.  There shall be a single arbitrator.  If the
      Guarantor and the Beneficiaries do not agree to appoint an arbitrator who
      has consented to participate within twenty (20) days after the issuance of
      a notice of arbitration by any party, the relevant appointment shall be
      made by CIETAC Shanghai
Sub-Commission.

            


    

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (b)

            	
              Any
      proceedings shall take place in Shanghai and be conducted in
      Chinese.  The arbitral award shall be final and binding upon all
      parties.  If any party obtains an arbitration award against the
      other party in connection with a dispute arising from or in connection
      with this Deed, such party shall be entitled to cover its costs and
      reasonable attorney’s fees (including the reasonable value of in-house
      attorney services) and disbursements incurred in connection therewith and
      in any appeal or enforcement proceeding thereafter, in addition to all
      other recoverable costs, as determined by the
  arbitrator.

            


    

     

    
      	
               
      

            	
              (c)

            	
              References
      in this Clause to a dispute in connection with this Deed include any
      dispute as to the existence, validity or termination of this
      Deed.

            


    

     

    
      	
              20.2

            	
              Waiver
      of immunity

            


    

     

    The
Guarantor irrevocably and unconditionally:

     

    
      	
               
      

            	
              (a)

            	
              agrees
      not to claim any immunity from proceedings brought by a Beneficiary
      against it in relation to this Deed and to ensure that no such claim is
      made on its behalf;

            


    

     

    
      	
               
      

            	
              (b)

            	
              consents
      generally to the giving of any relief or the issue of any process in
      connection with those proceedings;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              waives
      all rights of immunity in respect of it or its
  assets.

            


    

     

    


    


    In witness
whereof, the Guarantor has caused this Deed to be
executed by its duly authorised signatories on the day and year first written
above.

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    


     

    Guarantor

     

     

    
      
        	
                SEALED
      with the COMMON SEAL of

              	
                )

              	 
	
                CHINA
      HOUSING AND

              	
                )

              	 
	
                LAND
      DEVELOPMENT, INC.

              	
                )

              	 
	 
      	
                )

              	 
	
                and
      signed by:

              	
                )

              	 
	
                鲁平纪 (Lu
      Pingji)

              	
                )

              	 
	 
      	
                )

              	 
	
                in
      the presence of:

              	
                )

              	 


      

    

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      Accepted
by

      


       

      HK
SPV

       

      


      
        	
                SEALED
      with the COMMON SEAL of

              	
                )

              	 
	
                SUCCESS
      HILL

              	
                )

              	 
	
                INVESTMENTS
      LIMITED

              	
                )

              	 
	 
      	
                )

              	 
	
                and
      signed by:

              	
                )

              	 
	
                姚继平 (Yao,
      Jie-Ping)

              	
                )

              	 
	 
      	
                )

              	 
	
                in
      the presence of:

              	
                )

              	 


      

      


      


       

      PRAX

       

      


      
        	
                SEALED
      with the COMMON SEAL of

              	
                )

              	 
	
                Prax
      Capital Real Estate

              	
                )

              	 
	
                Holding
      Limited

              	
                )

              	 
	 
      	
                )

              	 
	
                and
      signed by:

              	
                )

              	 
	
                姚继平 (Yao,
      Jie-Ping)

              	
                )

              	 
	 
      	
                )

              	 
	
                in
      the presence of:

              	
                )