(Logo)

    SPD
BANK

    Shanghai
Pudong Development Bank

    


    


    


    Entrusted
Loan Contract


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    No.:
7772008280166

    Shanghai
Pudong Development Bank

    


    


    


    Entrusted
Loan Contract


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Short-term
Loan Contract

    Contract
No.: 77072008280156

    Client:
Tianjin Haitai Investment Guarantee Co., Ltd.

    Address:

    Lender:
Shanghai Pudong Development Bank, Tianjin Branch

    Operating
address:

    Borrower:
Tianjin Yayi Industrial Co., Ltd.

    Address:

    


    Since the
client, Tianjin Haitai Investment Guarantee Co., Ltd. (addressed as the “client”
hereinafter) entrusts the borrower to release the loan (Entrusting Contract for
Entrusted loan No.: 77072008280080) and the borrower, Tianjin Yayi Industrial
Co., Ltd. (addressed as the “borrower” hereinafter) applies for the loan, the
three parties discussed and drafted the contract on the basis of mutual
fairness.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Clause1.
Entrust and Agent

    The
client entrust the lender to release the loan, and the lender has accepted the
entrustment. Following the client’s instructions, the lender releases the loan
under the contract to the borrower, but does not undertake the responsibility to
investigate before releasing the loan or to analyze and evaluate the borrower’s
credit risk. The client promises to know and judge the borrower’s conditions by
itself, and to undertake the work of monitoring the borrower’s use of the loan
and the work of collecting the loan. The lender is only responsible for
transferring the loan to the borrower’s account and deducting the principle and
interest when they are due. The borrower admits the lender’s legal position as
the client’s agent, and admits that the contract directly rules the client and
the borrower.

    


    Clause2.
Loan

    2.1 The
loan under the contract is in RMB and the type of loan is entrusted
loan.

    2.2 The
amount of the loan under the contract is (in Chinese characters) 5,000,000.00
RMB.

    2.3 The
term of the loan is three months, from December 26, 2008 to March 26,
2009.

    2.4 The
interest rate for the loan under the contract is 0.48675% per month. The
function of the loan is for working fund. The borrower must not embezzle the
loan for other use.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Clause3.
Interest of the Loan

    3.1 The
interest of the loan under the contract is calculated from the loan-drawing date
till (including) the day the loan is repaid on the basis of 360 days per
year.

    3.2 If
the interest of the loan needs adjusting, the client should negotiate and agree
with the borrower and inform the lender in the form of written Notice for
Adjustment of the Entrusted Loan. Then the lender will adjust the interest rate
accordingly.

    3.3 If
the interest rate is the same with the bank interest rate of certain level but
the number of days when the loan is actually borrowed is not up the standard
time limit of the level, the interest rate shall be the one stated in the
contract. If the loan is extended, and the loan term reaches a new level of
interest rate, the new rate should be taken in calculation of
interest.

    3.4 The
payment term of the interest of the loan under the contract is as following:
(one of the following)

      (  )
3.4.1 Payable quarterly and 20th day of
the third month of each quarter of a solar calendar year is the liquidation
date.

      (  )
3.4.1 Payable monthly and the ___ day of each month is the liquidation
date.

      (√) 3.4.1 All the
principle and interest shall be repaid off at one time when the loan is
due.

      (  )
3.4.1 The principle and interest shall be repaid by installment.

    3.5
c


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Clause4.
Capital Withdraw

    4.1 If
the following conditions have been met, the lender will allow the borrower to
proceed with the capital withdraw procedures:

       (1)
The Application for Entrusted Loan and related loan documents have been filled
as required;

       (2)
Valid certificate of identification has been submitted;

       (3)
Approval, registration, notarization and filing procedures related to the loan
have been covered;

       (4)
If the loan is guaranteed, the guarantee contract should be valid;

       (5)
The borrower’s request for withdrawing capital complies with the notice of
capital release for entrusted loan or relevant content and requirement in the
contract;

       (6)
If the entrusted loan will be used for investment in fixed assets, the
certifying documents for related approval have been submitted;

       (7)
Other documents and materials required by the lender have been
submitted.

    4.2 The
borrower follows the following time and manner to apply for capital withdraw to
the lender: (one of the following)

    (√)4.2.1 The
borrower will apply for withdraw of capital at one time on December 26,
2008.

    (  )4.2.1
The borrower will follow the following plan to withdraw the loan by installment,
but should apply for withdraw three business days in advance:

    Date                                                                                                                        Amount

    4.3 The
lender should promptly release the loan after the procedures have been covered
by the borrower.

    4.4 The
borrow should follow clause 4.2 to withdraw the capital in full amount
timely.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Clause5.
Repayment

    5.1 The
borrower should repay all the principle and the interest of the loan when it is
due. For repayment by installment, the repayment plan must be strictly
followed.

    5.2 The
borrower follows the following manner to repay the principle in full amount
timely: (one of the following)

    (√) 5.2.1 The
principle of the loan should be repaid at one time when it is due

    (  )
5.2.1 The principle of the loan should be repaid by installment

    5.3 The
borrower hereby authorizes the lender to deduct the due payables from the
borrower’s saving accounts.

    5.4 The
path of repayment should be from the account of the borrower to the account of
the entrusted fund and then to the account of the liquidation account of the
client. The borrower is aware of and promises to follow the above mentioned path
to repay the loan instead of transferring the repayment directly into the
client’s account. If any problem is caused by the borrower’s wrong operation,
the borrower should undertake the subsequent responsibilities, while the lender
will not undertake any subsequent risk.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Clause6.
Repay before due and extension of the loan

    6.1 If
the borrower requires to repay the loan before due, it must get the client’s and
the lender’s consent in advance. The borrower should apply for repayment before
due in written form ten days in advance. The borrower should follow the
borrower’s written notice to cover the procedures for repayment before
due.

    6.2 If
the borrower requires to extend the loan, it must get the client’s and the
lender’s consent in advance. The borrower should apply for extension in written
form ten days in advance. The borrower should follow the borrower’s written
notice to cover the procedures for extension.

    


    Clause7.
Loan Guarantee

    7.1 The
client may require the borrower to provide guarantee for the loan under the
contract. The guarantee should be accepted by the client and additional
guarantee contract should be signed.

    7.2 The
guarantee contract is effective after being signed by the client, the lender and
the guarantor. If the guarantee contract is signed before the loan contract, the
guarantee contract should be effective on the same day when the loan contract is
signed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Clause8.
Debt Evidence

    8.1 The
evidence of the borrower’s debt is the accounting voucher issued by the lender
on the basis of the business operation standard.

    8.2 The
client admits that the evidence of the borrower’s debt is the accounting voucher
issued by the lender on the basis of the business operation
standard.

    


    Clause9.
Loan Management

    9.1 After
the loan under the contract is released, the client will manage the loan on its
own. Whether the client conducts the management and the effect of the management
has nothing to do with the lender. The lender is no responsible for the
management of loan.

    9.2
During the validity of the contract, the client has the right to check the use
of the loan, and the borrower should directly provide the client with such
information, documents and convenience for inspection.

    9.3
During the loan term, if the borrower’s business bankrupts, business license
cancelled, business stopped, scattered, is in insolvency or if any serious
changes occur to the borrower’s financial status, operating management system,
major management, and the borrower should inform the client.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Clause10.
Breach and Settlement

    10.1 If
the borrower has not followed the contract to use the loan, the client will have
the right to require the lender to stop releasing the loan, to take back part or
the entire released loan, and to charge penalty interest for the incorrectly
used part.

    10.2 If
the borrower fails to repay the interest of the loan, the client has the right
to ask the lender to charge penalty interest.

    10.3 If
the borrower violates clause 9.3, it should pay RMB___ for its
breach.

    10.4 If
the borrower fails to repay the principle or interest of the loan, the client
has the right to urge the borrower for repayment of the loan and has the right
to charge ___ penalty interest for the overdue part of the loan. The client has
the right to ask for repayment from the guarantor.

    10.5
During the loan term, if the borrower’s business bankrupts, business license
cancelled, business stopped, scattered, or the borrower is in insolvency or
other status which may bring insecurity to the loan, the lender, per the
client’s request, may withdraw the loan or take other measures.

    10.6 In
the above mentioned cases, the client has the right to require the lender to
deduct the borrower’s payable principles and interest (including penalty
interest) and penal sum.

    10.7 The
lender has no obligation to take any action on its own against the borrower’s
breaching activities, because the loan management and repayment urging should be
conducted by the client.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Clause11.
Other

    11.1
After the contract is signed, the change and termination of the contract should
be discussed and agreed by the three parties, except the contract or laws and
rules have additional regulation.

    11.2 The
contract is effective after the three parties have stamped and signed on it. The
contract ends when the loan has been fully repaid. If the client is an
organization without legal representative, the contract should be signed by the
person in charge and the signatory. If the party is an individual, the
individual should sign the name stated in the valid certificate.

    11.3
After the contract is effective, it should be notarized per the client’s
request.

    11.4 The
contract applies to the laws of the People’s Republic of China. Any dispute
related to the contract is under the jurisdiction of the local people’s court at
the lender’s operating address.

    11.5 The
guarantee contract, the loan application provided by the borrower, the notice
for releasing the entrusted loan submitted by the client and other related
documents provided by the borrower and the client are all indiscerptible parts
of the contract.

    11.6
There should be three original copies of the contract, with each of the three
parties holding one. Several photocopies of the contract should be kept for
record.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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    When
signing the contract, all the three parties have no question about all the
clauses in the contract. And all the parties have correct and accurate
understanding on the legal meaning of the duties and rights.

    


    The
client (company seal)

    Legal
representative or authorized signatory (signature or stamp)

    


    The
client (company seal)

    Legal
representative or authorized signatory (signature or stamp)

    


    The
client (company seal)

    Legal
representative or authorized signatory (signature or stamp)

    Signing
date: December 26, 2008