ex10_27.htm


     EXHIBIT
10.27  

    
      

    

     Contract
of Mortgage of Maximum Amount 

     (for
credits) 

    


     No:
CIB Shenzhen Nanxin (credit) Mortgage (2008)0004 

    


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

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

     Postal
Code: 518052                                              
  Telex number: ___________ 

     Telephone:
26077176                                            
     Fax number: 26077085 

    


     Mortgagor:
Henry Thomas Cochran, Linda Marie Hetue 

     Address:
____________________________________________________ 

     Postal
Code:
518028                                                
  Telex number: ___________ 

     Telephone:
26012225                                                     Fax
number: 26012224 

     Primary
deposit account: ________________________________________ 

     General
deposit account: ________________________________________ 

    


    


    


    


    


    


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

     

     Shenzhen
Branch, Industrial Bank Co., Ltd. 

     

     

     

    
      
        
        

      

      
         1 

        
          

        

      

      
        
        

      

    

    
       EXHIBIT
10.27  

      
        

      

    

     The
mortgagor shall adopt his or her own asset as the mortgage (the “Mortgagee”) to
provide SinoHub SCM Shenzhen Limited (the “debtor” and the “fiduciary”) with
guarantee for its credit amount. In order to clarify obligations, both sides
signing this Contract must scrupulously keep their word and strictly execute the
contract in compliance with the relative law and regulations. 

    


     Article
I Definition 

     Unless
otherwise agreed upon by both parties, then: 

    
      	
               (1)   

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

            


    

    
      	
               (2)   

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

            


    

    
      	
               (3)   

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

            


    

    
      	
               (4)   

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

            


    

    
      	
               (5)   

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

            


    

    
      	
               1.   

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

            


    

    
      	
               2.   

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

            


    

    
      	
               (6)   

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

            


    

    
      	
               (7)   

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

            


    

    


     Article
II Principal Contract 

    


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

    


     Article
III Mortgage 

     The
mortgagor shall provide his own house property with address at 17C, Building 35,
Phase II, Costal Rose Garden as the mortgage for all the liabilities under the
term of credit. Please refer to the Mortgage List for the name, amount,
specification, and value, etc. 

    


     Article
IV The scope of Mortgage 

    


     The
mortgage applies to all the liabilities, including the prime liability,
interest (penalty interest), penalty, compensation for loss and expenses
for the creditor to fulfill his claim under the credit. 

    


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

    
       

      
        
          
          

        

        
           2 

          
            

          

        

        
          
          

        

      

      
         EXHIBIT
10.27  

        
          

        

      

    

     As the
requirement of the mortgage registration department, the scope of mortgage
cannot exceed RMB___________, so when the time limit for his performance of the
obligation provided in the principal contract expires, if the debtor fails
to pay off the principal liabilities, then the mortgagor shall be responsible
for all the liabilities based on the whole value of the
mortgage. 

    


    


     Article
V Custody of Mortgaged Property 

    


    


    
      	
               1.   

            	
               The
      mortgagor shall keep the mortgaged property of this Contract in custody,
      and the voucher for the rights pledged of the mortgaged property should be
      kept by creditor. The mortgagor agrees to accept the investigation of the
      mortgaged property from the creditor at any
  time. 

            


    

    
      	
               2.   

            	
               The
      mortgagor shall keep a proper care of the mortgaged property, and take
      effective measures to ensure the safety, completion of the mortgaged
      property. On the condition that the mortgaged property needs fixing, then
      the mortgagor shall put up the repairing work in time and be responsible
      for the corresponding expenses. 

            


    

    


    


     Article
VI Insurance of Mortgaged Property 

    


    
      	
               1.   

            	
               The
      mortgagor shall insure the mortgaged property in its full value as
      required by the creditor before transferring the mortgaged property to the
      creditor. 

            


    

    
      	
               2.   

            	
               During
      the valid term of this Contract, the mortgagor shall ensure the continuity
      of the insurance. On the condition that the mortgagor ceases the
      insurance, the creditor is entitled to renew the insurance, and the
      expenses shall be at the cost of the mortgagor. The mortgagor shall be
      liable for all the losses of the creditor due to the intermission of the
      insurance. 

            


    

    
      	
               3.   

            	
               The
      creditor is the first beneficiary of the insurance on the mortgaged
      property. If the indemnity is not enough to pay off the liability of the
      mortgage, the creditor is entitled to seek
    compensation. 

            


    

    


    


     Article
VII Mortgage Term 

    


     The
mortgage right and mortgage liability of this Contract exist at the same time.
When the primary liability is paid off, the mortgage right
perishes. 

    


     As the
requirement of the mortgage registration department, the mortgage term is
registered as from September 25, 2008 to September 25, 2009. When the mortgage
term expires but the debtor fails to pay off the primary liability,
then: 

    
      	
               1.   

            	
               The
      mortgage right shall be granted to creditor according to
      law; 

            


    

    
      	
               2.   

            	
               The
      mortgagor shall complete the mortgage registration
      procedure. 

            


    

    


    


     Article
VIII Mortgage Registration 

    


    
      	
               1.   

            	
               Upon
      signing this Contract, the mortgagor, together with the Mortgagee, shall
      take this Contract to the relative organizations to complete the
      registration of mortgaged property according the regulations of The
      Guaranty Law of the People's Republic of
  China. 

            


    

    
      	
               2.   

            	
               After
      completing the mortgage registration procedure, the mortgagor shall
      deliver the relative registration documents to the creditor. Within the
      valid term of the Principal Contract, when the mortgage registration
      expires, the mortgagor is obliged to renewing the
      registration. 

            


    

    
      	
               3.   

            	
               The
      mortgagor shall register the maximum amount of the mortgaged property,
      which takes effect for all the sub-contracts, and no need to make the
      registration for each contract. 

            


    

    


    


     Article
IX Expenses 

    


     The
mortgagor shall be liable for all the expenses related to the mortgaged property
under this Contract (including but not limited to the registration fee,
notarization fee and insurance, transportation, warehousing, safe-keeping,
appraisal, repair, maintenance, disposure, etc. of the mortgaged
property). 

    
       

       

      
        
          
          

        

        
           3 

          
            

          

        

        
          
          

        

      

      
         EXHIBIT
10.27  

        
          

        

      

    

     Article
X Materialization of Mortgage Right 

    


     On the
condition that the fiduciary fails to fulfill its liabilities (including the
liability occurred when fiduciary or mortgagor breaches the contract and
the creditor announces the debt due prematurely) according to the terms of this
Contract for whatever reason, the mortgagor shall irrevocably authorize the
creditor to dispose the mortgaged property directly and take the earnings to pay
off debt. 

    


    


     Article
XI Representations and Warrants 

    


    
      	
               1.   

            	
               Representations
      of the Mortgagor: 

            


    

    
      	
               (1)   

            	
               The
      documents, materials, reports and vouchers that the mortgagor provides the
      creditor with is true and accurate. In case of any falsity or dishonesty,
      the mortgagor shall be responsible for all legal
      liabilities. 

            


    

    
      	
               (2)   

            	
               The
      mortgagor has the complete ownership of the mortgaged property. If the
      mortgaged property is the public property, then the co-owners agrees in
      written form to provide the maximum amount to mortgage under the terms of
      this contract. The mortgagor shall be responsible for any disputes due to
      the ownership of the mortgaged
property. 

            


    

    
      	
               (3)   

            	
               No
      restriction on the lease, mortgage, pledge or other rights of the
      mortgaged property, and there’s no barrier on the circulation of the
      mortgaged property in terms of law or
  contract. 

            


    

    
      	
               2.   

            	
               Warrant
      of the Mortgagor: 

            


    

    
      	
               (1)   

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

            


    

    
      	
               (2)   

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

            


    

    
      	
               (3)   

            	
               If
      there’s any natural disaster, accidental events, infringing act and other
      factors that lead to the vanishing or obvious decrease on the value of the
      mortgaged property, then the mortgagor shall take measures to stop the
      loss from being worsening, and inform the creditor in written form
      immediately. 

            


    

    
      	
               (4)   

            	
               Before
      the prime liability is cleared off, no matter what reason that lead to the
      decrease and insufficiency on the value of the mortgaged property to pay
      off the liability, the creditor is entitled to require the mortgagor to
      restore the value of the mortgaged property or provide new, adequate and
      valid mortgaged property. 

            


    

    
      	
               (5)   

            	
               Before
      the mortgage liability specified in this Contract is cleared off, the
      mortgagor ensures to keep, use and maintain the mortgaged property
      properly, and ensures not to rent, re-mortgage, pledge, sell the mortgaged
      property without the written consent of the
  creditor. 

            


    

    
      	
               (6)   

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

            


    

    


    


     Article
XII Liabilities for Breach of Contracts 

    


    
      	
               1.   

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

            


    

    
      	
               (1)   

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

            


    

    
      	
               (2)   

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

            


    

    
      	
               2.   

            	
               The
      creditor is entitled to take one or several of the following measure in
      case that the mortgagor breaches the
  contract: 

            


    

    
      	
               (1)   

            	
               Setting
      a deadline for the rectification of the
  breach; 

            


    

    
      	
               (2)   

            	
               Requiring
      the mortgagor to provide new and adequate and valid mortgaged
      property; 

            


    

    
      	
               (3)   

            	
               Disposing
      the mortgaged property directly and paying off the debt with the
      earnings; 

            


    

    
      	
               (4)   

            	
               Claiming
      compensation on the loss from the
mortgagor. 

            


    

    
       

       

      
        
          
          

        

        
           4 

          
            

          

        

        
          
          

        

      

      
         EXHIBIT
10.27  

        
          

        

      

    

     Article
XIII Independent Guarantee 

    


    
      	
               1.   

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

            


    

    
      	
               2.   

            	
               The
      mortgagor ensures that the fiduciary performs all kinds of
      obligations specified in this Contract. On the condition that the
      fiduciary breaches the terms of the Contract (including but not limited to
      the behavior that the fiduciary does not use the loan as the agreed
      purpose of loan in this Contract), the guarantee obligations of the
      mortgagor under this Contract shall not be
  influenced. 

            


    

    


    


     Article
XIV Governance 

    


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

     √
Apply for arbitration at Shenzhen Arbitration Committee 

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

    


    


     Article
XV Notification1. 

    


    
      	
               1.   

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

            


    

    
      	
               2.   

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

            


    

    
      	
               3.   

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

            


    

    
      	
               (1)   

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

            


    

    
      	
               (2)   

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

            


    

    
      	
               (3)   

            	
               Upon
      signing and receiving the mail for express
  mail. 

            


    

    


    


     Article
XVI Effective Clause of the Contract 

    


    
      	
               1.   

            	
               According
      to law and regulations of China, the mortgage specified in this Contract
      shall only be effective after being registered, and the contract shall
      take effect when the following clause is
  satisfied: 

            


    

    
      	
               (1)   

            	
               Both
      parties sign or chop on this
Contract; 

            


    

    
      	
               (2)   

            	
               The
      mortgage registration already becomes
  effect; 

            


    

    
      	
               (3)   

            	
               When
      the creditor requires notarization of this Contract, the notarization
      procedures has been completed
legally. 

            


    

    
      	
               2.   

            	
               This
      contract shall take effect when both parties sign or chop when there’s no
      need to register the mortgage. 

            


    

    
      	
               3.   

            	
               This
      contract shall be terminated on the condition that all the liabilities of
      the Principal Contract is cleared off. After the termination of this
      Contract, the creditor shall return the ownership certificate of the
      mortgaged property in his custody to the
  mortgagor. 

            


    

    


     Article
XVII Text 

    


     The
original copies of this Contract are in quintuplicate. Both parties,
registration organization, notarization organization, and the fiduciary shall
keep a copy properly. 

    
       

      
        
          
          

        

        
           5 

          
            

          

        

        
          
          

        

      

      
         EXHIBIT
10.27  

        
          

        

      

    

     Article
XVIII Appendix: 

    


    


    


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

     

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

    


     August
21, 2008 

    


     Mortgagor
(Corporate Chop): 

     

     Legal
representative or authorized agent (signature): /s/Henry Thomas Cochran, Linda Marie
Hetue 

    


     August
21, 2008 

    


    


     Registration
organization (Corporate Chop): 

    
       

       

      
        
          
          

        

        
           6 

          
            

          

        

        
          
          

        

      

      
         EXHIBIT
10.27  

        
          

        

      

    

     Appendix
I: 

    


     Mortgaged
Property (Estate) 

    


     Name
of the mortgaged property: 17C, Building 35, Phase II, Costal Rose
Garden 

     

     Owner:
Henry Thomas Cochran & Linda Marie Hetue 

     

     Purpose:
Residential 

     

     Term
of usage: 70 years 

     

     Location:
South of Wanghai Road, west to Shekou Port, Nanshan
District 

     

     Construction
space: 176.71m2 

     

     Cost:
RMB1,405,479 

     

     No. of
certificate of property right/title: Shenzhen 4000267933 

     

     Issuing
organization: Shenzhen Real Estate Registration center 

     

     Issuing
date: May 11, 2006 

     

     Category
of insurance: Asset insurance 

     

    


     September
21, 2008 

    


     

     

     

    
 7