(Logo)

    SPD
BANK

    Shanghai
Pudong Development Bank

    


    Short-Term
Loan Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    No.:
7772008280156

     

    Shanghai
Pudong Development Bank

    


    Short-Term
Loan Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Short-term
Loan Agreement

     

    
      
        	
                To:
      SPDB Tianjin Branch

              	
                No.:
      77072008280156

              


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          	
                                                                                                                  Customer’s

                                                                                                                  name

                                                                                                                	 
      	
                                                                                                                  Tianjin
      Yayi Industrial Co. Ltd.

                                                                                                                	 
      	
                                                                                                                  Date of application:

                                                                                                                	 	Nov. 28, 2008
	
                                                                                                                  Address:

                                                                                                                	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                                                                  Contact:

                                                                                                                	 	 	 
      	      
	
                                                                                                                  Tel:

                                                                                                                	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                                                                  Bank
      contact:

                                                                                                                  (for bank staff)

                                                                                                                	 	 	 
      	 
      
	
                                                                                                                  Fax:

                                                                                                                	 
      	 
      	 
      	 
      	 
      	 
      	 	 	 
      	 
      


                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    We hereby
irrevocably apply for short-term working capital from you under the following
terms:

    A.
Primarily Important Clause

    The
agreement serves as an independent credit loan document between the customer and
the bank

    B.
Description of the Loan

    (If the
interest rate and penalty interest rate have already been stated in the
financing amount limit agreement which the customer has signed, there is no need
to fill the column )

    Types of
Short-term loan: A. Fixed-due short-term loan; B. Free-repayment short-term
loan


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	 	 	 	 	 	 	      
                                                                    Loan

                                                                    Withdrawing 

                                                                  	 	 	 	
                                                                    Interest
      rate

                                                                  	 	Liquidated	 	      
                                                                    Penalty

                                                                    interest
      rate

                                                                  	 	      
                                                                    Penalty interest

                                                                    rate
      for 

                                                                  
	
                                                                    Type

                                                                  	 	
                                                                    Amount

                                                                  	 	
                                                                    Currency

                                                                  	 	
                                                                    
                                                                      Date

                                                                  	 	
                                                                    Due
      Date

                                                                  	 	
                                                                    Standard

                                                                  	 	
                                                                    Variance

                                                                  	 	
                                                                    Executive

                                                                  	 	
                                                                    by
      each

                                                                  	 	
                                                                    
                                                                      for
      overdue

                                                                  	 	
                                                                    
                                                                      embezzlement

                                                                  
	
                                                                    A

                                                                  	 	
                                                                    10Million

                                                                  	 	
                                                                    RMB

                                                                  	 	
                                                                    Nov
      28, 2008

                                                                  	 	
                                                                    Nov
      28, 2009

                                                                  	 	 	
                                                                    5.58

                                                                  	%  	
                                                                    30%
      higher

                                                                  	 	 	
                                                                    7.254

                                                                  	%  	
                                                                    quarter

                                                                  	 	
                                                                    50%
      higher than executive interest rate

                                                                  	 	
                                                                    100%
      higher than executive interest rate

                                                                  
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 
      	 	 	 	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 
      	 	 	 	 	 
      	 	 
      	 	 
      


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Note: the
RMB interest rate means annual interest rate, while the variance should be noted
with period. For type A loan, the due date should be filled; while for type B
loan, the latest date for the customer to repay the loan should be
indicated.

    C.
Description of Guarantee

    (If the
guarantee related information has already been stated in the financing amount
limit agreement which the customer has signed, there is no need to fill the
column)


    
      
        	
                Guarantor:

              	
                Tianjin
      Haitai Investment Guarantee Co., Ltd.

              	
                Manner:

              	
                Mortgage;  Pledge; ü
      Warrant

              


      

    

    
       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    D.
General Clauses 

      
        

      

    

    The
customer hereby confirm reading and agreeing with the general clauses in the
loan agreement as following:

    
      	
              1.

            	
              After
      signing the agreement, the bank may cancel its promise for releasing loan
      under the agreement at an time unless the bank has already released the
      amount of loan which the customer has applied
  for.

            


    

    
      	
              2.

            	
              Payment
      term of interest: unless specified, the interest should be calculated by
      each day and liquidated by each quarter. Every 20th
      day of the last month of each quarter is the interest-liquidating
      day.

            


    

    
      	
              3.

            	
              Submission
      of documents  The customer promises to submit the following
      documents or meet the conditions before withdrawing the capital, but the
      bank is not obliged to check the authentication of such
      documents:

            


    

    
      	
              
              

            	
              (1)

            	
              Photocopies
      of the latest Articles of Association and Business License of the
      customer;

            


    

    
      	
              
              

            	
              (2)

            	
              Board
      Resolution on the loan;

            


    

    
      	
              
              

            	
              (3)

            	
              Letter
      of authorization for the customer’s signatory and the signatory’s
      signature sample;

            


    

    
      	
              
              

            	
              (4)

            	
              The
      agreement legally signed by the
customer;

            


    

    
      	
              
              

            	
              (5)

            	
              The
      loan withdrawing day should be the bank’s business
  day;

            


    

    
      	
              
              

            	
              (6)

            	
              If
      the loan is guaranteed, the guarantee document should have already been
      signed and effective before the loan is
  withdrawn;

            


    

    
      	
              
              

            	
              (7)

            	
              Other
      documents or conditions required by the bank from time to
      time.

            


    

    
      	
              4.

            	
              If
      the designated loan withdrawing date is not the bank’s business day, it
      should be deferred to the next business day of the bank. During the
      deferred period, the interest should be
  calculated.

            


    

    
      	
              5.

            	
              Repay
      or end before the due.  For the type B short-term loan, the
      customer may repay the loan at any time before the due. For the type A
      short-term loan, if the customer wants to repay the loan before due, it
      should get the bank’s written consent at first and repay all the cost and
      loss resulted from the repayment before due, unless the bank informs the
      customer to repay the loan before due. At any time, the bank has the right
      to inform the customer to repay the loan under this agreement before due
      for no reason, and the customer should follow the bank’s notice to repay
      such loan at once.

            


    

    
      	
              6.

            	
              Tax.
      The customer should repay the loan in full amount unless related laws
      require the customer to deduct relevant taxes. If the customer has to
      follow related laws to deduct relevant taxes, it should pay additional
      capital to the bank so as to make sure that the bank receives the full
      amount repayment.

            


    

    
      	
              7.

            	
              Statement
      and Promise. The customer makes the following statement and promise, which
      should be considered as repeatable at each time the bank offers capital to
      the customer on the basis of the
agreement:

            


    

    
      	
            	
              (1)

            	
              The
      customer is incorporated under the laws of China (not including Hong Kong,
      Macao and Taiwan, and the same is true when “China” is mentioned below).
      The customer has the right to sign the agreement and any related document.
      The customer has already taken all necessary actions to make the agreement
      and related documents legal, effective and
  enforceable;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              (2)

            	
              By
      signing the agreement and fulfilling the duties under the agreement, the
      customer will not conflict with any other contract, articles of
      association, any applicable law, rule or administrative order, related
      documents, judgment, arbitration or any other duties or arrangement
      ;

            


    

    
      	
            	
              (3)

            	
              The
      customer and any of its shareholders, affiliated companies is not involved
      in or likely to be involved in liquidation, bankrupting, restructure,
      acquisition, merger, separation, reorganization, dismissing, closing,
      business stoppage or similar legal
procedures;

            


    

    
      	
            	
              (4)

            	
              The
      customer is not involved in or likely to be involved in any economic,
      civil, criminal or administrative suit or similar arbitrative
      procedures;

            


    

    
      	
            	
              (5)

            	
              No
      important asset of the customer’s legal representative, directors,
      monitors or other officers is involved in or likely to be involved in any
      forcible execution, seizure, freeze, retention or
    supervision;

            


    

    
      	
            	
              (6)

            	
              The
      customer insures all of its financial statements (if any) comply with the
      Chinese laws and reflect its financial conditions truly, completely and
      fairly and insures all the documents and information about itself and the
      guarantor are true, valid, accurate and complete with anything
      missed;

            


    

    
      	
            	
              (7)

            	
              The
      customer strictly follows laws and regulations in its business operation,
      and covers its annual survey procedures following the time
      limit.

            


    

    
      	
            	
              (8)

            	
              The
      customer promises that there is no other thing which may bring serious
      negative influence to the customer’s ability to fulfill the
      agreement.

            


    

    
      	
              8.

            	
              Promises.
      The customer promises as following:

            


    

    
      	
            	
              (1)

            	
              The
      customer will obey and fulfill all the duties under the
      agreement;

            


    

    
      	
            	
              (2)

            	
              The
      customer will follow the agreement to repay the principle and interest of
      the loan and will pay for related expenses; the customer will apply for
      and obtain all the approval, authorization, registration and permit, and
      keep them valid so as to make the customer be able to sign and fulfill the
      agreement; if the bank requires, the customer should present relevant
      certification at once;

            


    

    
      	
            	
              (3)

            	
              Within
      five business days after knowing it has been involved into any economic,
      civil, criminal or administrative suit or similar arbitration procedures,
      or within five business days after knowing any of its important assets has
      been involved in any forcible execution, seizure, freeze, retention or
      supervision, it should inform the bank about the influence in detail and
      the remedy measures the customer has taken or has planned to
      take;

            


    

    
      	
            	
              (4)

            	
              Without
      the bank’s written consent, the customer must not pay off any debt or
      fulfill any duty of guarantee of large amount to any third
      party;

            


    

    
      	
            	
              (5)

            	
              Without
      the bank’s written consent, the customer must not enter any other debt or
      provide any privileged guarantee for any third party’s debt; from the day
      the agreement is signed, the customer must not do the following things
      with out the bank’s written consent before repaying off all the debt under
      the agreement:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              a.

            	
              conduct
      liquidation, bankrupt, acquisition, merger, separation, reorganization,
      dismissing, closing, business stoppage or similar legal
      procedures;

            


    

    
      	
               
      

            	
              b.

            	
              sell,
      lease, give, transfer or dispose any of its important assets in any other
      manner except for the need of daily
operation;

            


    

    
      	
               
      

            	
              c.

            	
              change
      its equity structure;

            


    

    
      	
               
      

            	
              d.

            	
              sign
      any contract/agreement which may bring serious negative influence to the
      customer’s ability to fulfill its duties under the agreement or undertake
      any duty which may bring similar
influence.

            


    

    
      	
            	
              (6)

            	
              If
      any specific condition or change occurs, the customer should follow the
      bank’s requirement to provide other guarantee acceptable to the bank. The
      above mentioned specific condition or change includes but is not limited
      to the guarantor’s out of business, dismissing, business license
      cancellation, application for bankrupt, crucial change in operational or
      financial condition, engagement in serious suit or arbitration; the
      customer’s legal representative, director, monitor or chief officers
      involved in suits; the decrease or possible decrease in the value of the
      guaranty or the freeze of the guaranty; the customer breaches the
      guarantee contract or request to terminate the guarantee
      contract;

            


    

    
      	
            	
              (7)

            	
              Per
      the bank’s request, the customer should cover the enforceable notarization
      procedures at the notarizing authority appointed by the bank, and the
      customer should under the expense and be willing to accept the
      enforcement;

            


    

    
      	
            	
              (8)

            	
              The
      customer should inform the bank about anything which may influence the
      customer’s ability in fulfilling the duties under the
      agreement.

            


    

    
      	
              9.

            	
              Expenses.
      For any expense related to the modification, signature, enforcement,
      notarization and registration, the customer should pay to the bank right
      after the bank’s request. The customer should pay for any stamp tax and
      other taxes related to the agreement, unless a law indicates that certain
      taxes must be paid by the bank.

            


    

    
      	
              10.

            	
              The
      interest rate under the agreement is
fixed.

            


    

    
      	
              11.

            	
              Penalty
      interest. If the customer is not able to pay for the interest on time, it
      should pay for the compound interest to the bank every quarter on the
      basis of the standard interest rate calculated per day; if the loan is
      overdue, the customer should pay for penalty interest (including penalty
      interest for embezzling and interest payable) on the basis of payables to
      the bank every quarter. The liquidation date is the 20th
      of the last month of each quarter.

            


    

    
      	
              12.

            	
              Authorized
      repayment and deduction. The customer hereby authorizes the bank to deduct
      the payable amount from the customer’s account in the bank for repaying
      any outstanding payment, no matter is the outstanding payment is under the
      agreement or not, the customer owes to the bank. The authorization is
      irrevocable. If exchange rate is involved, the bank may follow the
      exchange rate fixed on its own, and the risk of exchange rate should be
      undertaken by the customer.

            


    

    
      	
              13.

            	
              Evidence
      for debt. The bank will follow its customary practice to keep records
      about the agreement on its accounting books. The customer admits that the
      records, except for obvious mistakes, are the valid evidence for its debt
      to the bank.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              14.

            	
              Transfer.
      The customer must not transfer any of its duties or rights under the
      agreement. The bank may transfer its duties or rights under the agreement
      to any third party at any time, and may disclose any information,
      including any information that the customer or the guarantor has provided
      to the bank for agreement, to the third
party.

            


    

    
      	
              15.

            	
              Information
      disclosure. The customer agrees that apart from the disclosure allowed in
      clause 14, the bank may also disclose any information related to the
      agreement to its head-quarter, branches, affiliated institutions and
      personnel hired by such institutions. Meanwhile, the bank is allowed to
      disclose under the requirement of any law, regulation or monitoring
      department, governmental
authorities.

            


    

    
      	
              16.

            	
              Breach.
      If the customer has violated any statement or promise in the agreement, or
      such statement or promise has been proved to be incorrect, untrue or
      misleading, or the customer has violated or failed to fulfill any duty
      under the agreement, or anything which may influence the customer’s
      ability to repay the loan, or the customer has violated any regulation in
      the guarantee, the bank will have the right to announce the loan is due
      before the agreed due, and has the right to require the customer to
      undertake all the loss of the bank, including the attorney
      fee.

            


    

    
      	
              17.

            	
              Special
      regulation for group customers. If the customer is a group, the customer
      hereby agrees: (1) the customer should report any affiliated transaction
      involving 10% or more of the net assets of the actual loan receiver,
      including: a. the relationship among all the parties involved in the
      transaction; b. item of transaction and feature of transaction; c. the
      amount of transaction or corresponding ratio; d, pricing policy (including
      transaction with no amount or symbolic amount); (2) if the actual loan
      receiver is in one of following cases, the customer will be considered to
      breach the agreement, and the bank is entitled to cancel the loan which
      the customer has not yet used and to take back part or all the used loan
      as well as to request the customer to pay for 100% guarantee money: a. the
      customer provides fake documents or hides crucial operational or financial
      facts; b. the customer changes the function of the loan, embezzles the
      loan or uses the loan for illegal transactions; c. the customer makes use
      of the its fake contract with affiliated party to get cash or loan from
      the bank; d. the customer refuses to accept the bank’s inspection to the
      use of the loan and to the customer’s operational or financial activities;
      e. when important merger, acquisition occurs, the bank thinks it may
      influence the safety of the loan; f. the customer intentionally avoids
      repaying the loan through affiliated
  transaction.

            


    

    
      	
              18.

            	
              Others__________________________________________________________________________________

            


    

    
      	
              19.

            	
              Applicable
      laws and jurisdiction. The agreement applies to the laws of China. If any
      dispute arises, the local people’s court at the bank’s place has
      non-exclusive jurisdiction.

            


    

    
      	
              20.

            	
              Address
      for suit delivery. The customer confirms that for any suit under the
      agreement, the related subpoena, notice and other documents will only need
      sending to the address stated in the beginning of the agreement. If the
      change of the address is not informed to the bank in advance, the change
      will not be effective.

            


    

    
      	
              21.

            	
              Severability
      of the clauses. If any of the clauses is invalid, illegal or
      non-enforceable, it will not influence the validity or legality or
      enforceability of other
clauses.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              22.

            	
              Within
      the validity of the agreement, if the bank has deferred any action to the
      customer’s violation to the agreement, it will not influence the bank’s
      right as the creditor, or be taken as the bank’s permission to the
      customer’s violation, or be regarded as the bank has given up its right to
      take action against the customer’s
violation.

            


    

    
      	
              23.

            	
              If
      there is financial limit agreement (if any, including the valid changes
      made from time to time) is different with the agreement, the agreement
      should be taken as the standard.

            


    

    
      	
              24.

            	
              Signature.
      There should be four original copies of the agreement, with the customer
      holding one and the bank holding three. The agreement will be effective
      from the date of application after both parties have stamped on it and
      authorized signatories have signed on
it.

            


    

    Signature
Column

    Both
parties hereby confirm that they have fully discussed about all the clauses,
have no dispute on the clauses and have correct understanding to all the duties
and rights.

    
      
        	
                The
      customer (company seal)

              	
                The
      bank (company seal)

              
	 
      	 
      
	
                Authorized
      signatory’s signature or stamp: (stamp)

              	
                Authorized
      signatory’s signature or stamp:
(stamp)