Asia Green Agriculture Corporation: Exhibit 10.30 - Filed by newsfilecorp.com






Exhibit 10.30 

 

 

 

 

 

Maximum Amount Mortgage Contract 

 

 

 

 

 

Fujian Branch of China Construction Bank 




Exhibit 10.30 

The Maximum Amount Mortgage Contract (the “Contract”) is entered into by the following parties: 

Guarantor (Party A): Please see Article 14 of the Contract for
details.

Creditor (Party B): Please see Article 14 of the Contract for
details.

	Article 1 	MORTGAGE PROPERTY
  



	 	I. 	
      Party A shall set up a mortgage to the property as listed
      in the “Mortgage Property List” of the Contract.

	 	 	 
	 	II. 	
      The issuance of new certificate of property right or
      other rights, causing inconsistency between the “Mortgage Property List”
      or certificate of other rights (mortgage right) or certify documents of
      mortgage right kept by Party B and the above mentioned newly issued
      certificates of right or the registration at the registration authority,
      shall not be the reason for Party A to refuse to bear the mortgage
      responsibility.

	 	 	 
	 	III. 	
      Unless otherwise agreed by the both parties or otherwise
      stipulated by laws, any additional items on the mortgage property for
      reasons of adhesion, mixing, processing, reconstruction, etc. shall become
      the mortgage for the creditor’s right of Party B, and Party A shall
      conduct the necessary procedures such as mortgage registration per the
      request of Party B.

	 	 	 
	 	IV. 	
      If the value of the mortgage properties has decreased or
      is going to decrease, which will affect the realization of the creditor’s
      right of Party B, Party B shall set new mortgage per the request of Party
      B.





	
      Article 2 
	
      THE GUARANTEE SCOPE AND THE
      LIMIT AMOUNT OF THE MAXIMUM MORTGAGE
      





	 	I. 	
      The guaranty scope of this Maximum Mortgage Contract
      covers all the debts under the Master Contract including but not limited
      to the total principal, interest (including compound interest and penalty
      interest), breach penalty, compensation, other expense paid by debtor to
      Party B (including but not limited to relevant handling fee, telecom
      expense, sundry expense and relevant bank expense rejected by foreign
      beneficiary under the L/C), Party B’s expense in realizing credits and
      guaranty rights (including but not limited to lawsuit expense, arbitration
      expense, property safeguard expense, travel expense, implementation
      expense, evaluation expense, auction expense, notarization expense,
      transportation expense, announcement expense and lawyer’s
  expense).

	 	 	 
	 	II. 	
      See Article 15 of this Contract.

	 	 	 
	 	III. 	
      Even if the time of the formation of the loans, advanced
      fees, interests, or costs under the Master Contract or any other credits
      of Party B are not within the period for determine the credit, the above
      mentioned credits are still within the guarantee scope of this maximum
      mortgage. The expiration date of the period of the
  performance of the credit shall not be restricted or limited by the expiration
  date of the period for determine the credit. 







Exhibit 10.30

	Article 3 	REGISTRATION OF THE MORTGAGE
      PROPERTY 
	 	 
		
      Both Parties hereto shall, within five working days of
      execution of this Contract, proceed with mortgage registration procedures
      at relevant registration authority. Party A shall, on or before the day of
      completion of mortgage registration, submit to Party B for its custody the
      originals of Other Title Certificate, Mortgage Registration Certificate
      and other title certificates vesting with the mortgage property.


	 	 
	Article 4 	CHANGE OF MASTER CONTRACT
    



	 	I. 	
  Party A agrees that Party B and debtor may sign a Master Contract or make any modification to the Master Contract (including but not limited to the extension of the performance period of the debts or the increase of the principal amount of the credits) without notifying Party A, and Party A shall still bear the mortgage responsibility within the maximum amount and guarantee scope set forth by this Contract.

	 	 	 
	 	II. 	
      Party A’s liability as a guarantor is not reduced or
      exempted due to any of the following
conditions:




	 	(II) 	
      Party B or the debtor has undergone change of formality,
      merging, integration, separation, capital increase/reduction, joint
      venture, joint business operation and name change;

	 	 	 
	 	(III) 	
      Party B has entrusted a third party to fulfill its due
      obligations under the Master Contract.




	 	III. 	
  In case of the transfer of the credits under the Master Contract to a third party, the mortgages under this Contract shall also be transferred along accordingly, and Party A shall assist Party B and the relevant third party with the procedure of the mortgage alternation registration required by law.

	 	 	 
	 	IV. 	
      In case of invalidation, cancellation or voidance of any
      transfer of debts or credits under the Master Contract, Party A shall
      continue to be responsible as a guarantor for Party B according to this
      Contract.




	Article 5 	THE OCCUPATION AND SAFEKEEPING
      OF THE MORTGAGE PROPERTY 



	 	I. 	
      Party A shall duly occupy, safe keep and maintain the
      mortgage property, use the mortgage property reasonably, keep and mortgage
      property intact and pay all taxes related to the mortgage property on
      time. Party B has the right to examine the mortgage property, and may
      request Party A to submit to Party B for its custody the original
      certificate of right of the mortgage property.







Exhibit 10.30 

	 	II. 	
      In case Party A entrust or authorize a third party to
      occupy, safekeep or use the mortgage property, Party A shall notify such
      third party of the existence of Party B’s mortgage right, and shall
      request the third party to keep the mortgage property intact, accept the
      examination of Party B and shall not hamper Party B in the realization of
      Party B’s mortgage right.

	 	 	 
	 	III. 	
      Party A alone shall be responsible for the personal
      injury or property damage caused by the mortgage property. If Party B is
      held responsible for such damage or have advanced the compensation for
      such damage, Party B have to right to claim such cost from Party
  A.




	Article 6 	THE INSURANCE OF THE MORTGAGE
      PROPERTIES 



	 	I. 	
      Unless otherwise agreed by both parties, Party A shall
      purchase insurance for the mortgage properties according to the relevant
      law and the type, period and amount of the insurance required by Party
      B.

	 	 	 	 
	 	II. 	
      The content of the insurance policy shall be consistent
      with the requirements of Party B, and shall not contain any restrictive
      provisions which impair the interest of Party B. The insurance policy
      shall specially indicate that: Party B is the indemnity payee of priority
      (first beneficiary); no alternation of the insurance policy shall be made
      without the written consent of Party B; when an insurance risk happened,
      the insurance indemnity shall be wired directly to the designated account
      of Party B. If the mortgage properties are insured but the insurance
      policy has not specify the above mentioned content, corresponding notes
      and alternations shall be made on the insurance policy.

	 	 	 	 
	 	III. 	
      Party A shall ensure that the insurance is continuously
      effective, and shall not for any reason cause the insurance to be
      suspended, withdrew or invalidated, or decrease the liability of the
      insurer, or alter the insurance policy without the consent of Party B. If
      the debts guaranteed by Party A were not paid in full at the time when the
      insurance period is due, Party A shall renew the insurance and extend the
      insurance period accordingly.

	 	 	 	 
	 	IV. 	
      Party A shall, within five (5) working days of execution
      of this Contract (or of the day of completion of renewal of insurance if
      the insurance of mortgage property is renewed), deliver to Party B the
      original of the insurance policy against the mortgage property and shall
      reserve and maintain at Party B relevant documents necessary for making
      any insurance claim or transferring of insurance interests.

	 	 	 	 
	 	V. 	
      Party B can chose the following methods in dealing with
      the insurance indemnity of the mortgage properties, Party A shall assist
      with the relevant procedures:

	 	 	 	 
	 		(I) 	
      Upon Party B’s consent, use the insurance indemnity to
      repair the mortgage properties to restore the value of the mortgage
      properties;







Exhibit 10.30 

	 	(II) 	
      Pay off or pay in advance the principle and interest of
      the credits and other relevant fees under the Master Contract;

	 	 	 
	 	(III) 	
      Provide mortgage for the credits under the Master
      Contract;

	 	 	 
	 	(IV) 	
      If Party A provides new guarantee which met the
      requirements of Party B, Party A can freely dispose the insurance
      indemnity.





	Article 7 	
      RESTRICTION ON PARTY A’S
      DISPOSAL OF MORTGAGE PROPERTIES
  





	 	I. 	
      Party A shall not dispose the mortgage properties in any
      way without the written consent of Party B, including but not limited to
      lease, bestow, transfer, contribute, re-guarantee, move, use for public
      welfare purpose.

	 	 	 
	 	II. 	
      With the written consent of Party B, the payment received
      by Party A’s disposing of the mortgage properties shall be deposited into
      a designated account of Party B; Party B has the right to chose any of the
      methods stipulated under Section V (II) to (IV) of Article 6 to deal with
      the money received from the above mentioned payment, and Party A shall
      assist with the relevant procedures.




	Article 8 	THIRD PARTY’S HAMPER




	 	I. 	
      If the mortgage properties were levied, expropriated,
      removed, confiscated, recovered without consideration by the state, or
      seized, froze, detained, supervised, retained, auctioned, compulsorily
      occupied, damaged or disposed in other ways by any third party, Party A
      shall promptly notify Party B and take measures to stop, exclude, or other
      recovery measures to prevent the damage from expanding; Party A shall
      provide new guarantee which meet the requirement of Party B per Party B’s
      request.

	 	 	 
	 	II. 	
      If any of the above mentioned circumstances happened, the
      rest of the mortgage property remains the mortgage for the credits of
      Party B. Any indemnity or compensation received by Party A for reason of
      the above mentioned circumstances shall be deposit into a designated
      account of Party B. Party B have the right to chose any of the methods
      stipulated under Sections V (I) to (IV) of Article 6 to deal with the
      money received from the above mentioned payment, and Party A shall assist
      with the relevant procedures.




	Article 9 	THE REALIZATION OF THE MORTGAGE
  



	 	I. 	
      If the debtor fail to perform the debt matured under the
      Master Contract or declared to be matured in advance, or violate any other
      agreements reached under the Master Contract, Party B have the right to
      dispose the mortgage properties.

	 	 	 
	 	II. 	
  The value of the mortgage properties listed in the “Mortgage Property List” of this Contract or otherwise agreed upon by both parties (“estimated value”), whether or not registered with relevant authorities, does not represents the final value of the mortgage properties, the final value of the mortgage property shall be the net value which equal to the payment received for the disposition of the mortgage properties deducts all relevant tax fees.







Exhibit 10.30 

	 		
      If the mortgage properties are used to compensate for the
      credits of Party B, such estimated value shall not be regarded as the
      actual amount to offset the credits, the actual value of the mortgage
      properties shall be reached by negotiation between both parties or
      determined fairly according to law.

	 	 	 	 
	 	III. 	
      The payment received by Party B for the disposition of
      the mortgage property, after paying the cost of realization or auction
      (including but not limited to storage fees, evaluation costs, auction
      fees, transfer fees, tax fees, the land transferring fees for the
      use-right of state-owned land, etc.), shall be first used to payoff the
      debt under the Master Contract, and then the remaining amount shall be
      returned to Party A.

	 	 	 	 
	 	IV. 	
      If Party A is the debtor, Party B can apply for
      compulsory enforcement against Party A’s properties other than the
      mortgage properties, and giving up mortgage right or the disposition of
      mortgage property do not serve as the prerequisite for such compulsory
      enforcement.

	 	 	 	 
	 	V. 	
      Party A shall not in any way (including performance and
      omission) hamper Party B to realize the mortgage right.

	 	 	 	 
	 	VI. 	
  Regardless of whether Party B has other guarantee (including but not limited to guarantee, mortgage, lien, ) against the credits under the Master Contract, L/G, L/C, etc.), the time of setting and validity of such guarantee, whether such guarantee were provided by the debtor, Party A’s obligation as a guarantor under this Contract shall not be reduced or exempted, Party B can directly request Party A to undertake its responsibility as a guarantor within the scope of the mortgage according to this Contract, and Party A shall not raise any objection.

	 	 	 	 
	 	VII. 	
  If the maximum amount of mortgage obligation stipulated by this Contract is lower than the unpaid amount of the actual credits under the Master Contract, and the debt under the Master Contract has not been fully performed after Party A perform its obligation as a guarantor, Party A hereby agree that when claiming (including claiming in advance) its subrogated rights or recovery rights to the debtor or other guarantors, it shall not in any way impair the interest of Party B, and agrees that the debt under the Master Contract shall be pay off prior to the exercise of Party A’s subrogated rights or recovery rights.

	 	 	 	 
	 		
      Specifically, before Party B’s credits were fully paid
      off,

	 	 	 	 
	 		(I) 	
      Party A agrees not to claim its subrogated rights or
      recovery rights to the debtor or other guarantors; if, for any reason,
      Party A realized such rights, the amount gained should be
      preferentially used to fulfill the unpaid credits of Party B;








Exhibit 10.30 

	 	(II) 	
      If there are real securities against the debts under the
      Master Contract, Party A agrees not to use subrogated rights or other
      reasons to claim the amount gained by disposing such collaterals, and the
      amount gained should be preferentially used to fulfill the unpaid credits
      of Party B;

	 	 	 
	 	(III) 	
      If the debtor or other guarantor have provided counter
      security to Party A, then amount realized from such counter security
      should be preferentially used to fulfill the unpaid credits of Party
    B.





	 	VIII. 	
      If the Master Contract failed to be established, failed
      to come into effect, is invalid (in total or in part), or is avoided or
      cancelled, and Party A is not the debtor, then Party A and the debtor are
      jointly and severally responsible for the debtor’s debt to return the
      property or indemnify the damage.

	 	 	 
	 	IX. 	
      Party A is well aware of the risk combined with the
      interest rate. If Party B, according to the provisions under the Master
      Contract or the interest rate policy of the State, adjust the level of the
      interest rate, the method of interest accrual or interest settlement,
      causing the increase of the amount of the interest, penalty interest,
      compound interest which the debtor should pay, Party A shall also be
      responsible for the increased part.

	 	 	 
	 	X. 	
      If, apart from the debts under the Master Contract, the
      debtor bears other matured debts towards Party B, Party B have the right
      to charge RMB or other currency expenses to compensate in the account set
      up by the debtor in the system of China Construction Bank for the
      collection of any of the debt, and Party A’s responsibility as a guarantor
      will not be reduced or exempted.




	Article 10 	RESPONSIBILITY FOR BREACHING
      THE CONTRACT 



	 	I. 	
      Party A’s Responsibility for Breaching the
  Contract




	 	(I) 	
  If Party A breaches the Contract or any or its representation and warranty is false, wrong or omits information, Party B have the right to take one or more of the following measures:




	 	1. 	
      Request Party A to correct the breach within a limited
      period of time;

	 	 	 
	 	2. 	
      Request Party A to provide new security;

	 	 	 
	 	3. 	
      Request Party A to compensate for the damages;

	 	 	 
	 	4. 	
      Dispose the mortgage properties;

	 	 	 
	 	5. 	
      Any other relieves or remedies permitted by
  law.







Exhibit 10.30 

	 	(II) 	
      Party B has the right to chose any of the measures
      stipulated under Section V (II) to (IV) of Article 6 to deal with the
      payment received for the disposing of the mortgage property, and Party A
      shall assist with the handling of the relevant procedures.

	 	 	 
	 	(III) 	
  If the mortgage is not properly set, or the value of the mortgage properties decreased, or Party B failed to promptly or fully realize its mortgage rights for reason of Party A, and Party A is not the debtor, Party B has the right to require Party A to be jointly and severally responsible with the debtor to the secured debts within the scope of guarantee under this Contract.




	 	II. 	
      Party B’s Responsibility for Breaching the
  Contract

	 	 	 	 
	 		
      If Party B, because of its own fault, lost the
      certificates of right of the mortgage properties provided by Party A; or
      when the debt under the Master Contract is fully performed, but Party B
      failed to return the certificates of right of the mortgage properties in
      time, or after receiving Party A’s request, failed to assist with the
      cancellation procedure of the mortgage registration in accordance with
      law, Party A has the right to take one or more of the following
      measures:

	 	 	 	 
	 		(I) 	
      Request Party B to pay for the cost for the re-handling
      of the certificates of rights of the mortgage properties;

	 	 	 	 
	 		(II) 	
      Request Party B to return the certificates of right of
      the mortgage properties in a limited period of time, or assist Party A
      with the cancellation procedure of the mortgage
  registration.




	Article 11 	MISCELLANEOUS
  



	 	I. 	
      The Bearing of Costs

	 	 	 
	 		
  Unless otherwise agreed upon by both parties, Party A shall bear all costs related to this Contract of the mortgage properties under this Contract (including but not limited to such costs for the occupation, management, disposing, registration, notarization, insurance, transportation, storage, safekeeping, evaluation, maintenance, auction, transfer, etc.).

	 	 	 
	 	II. 	
      Allocation and charging of payable expense

	 	 	 
	 		
  As for Party A’s amount payable under the Contract, Party B has the right to charge RMB or other currency expense from Party A’s account established in the China Construction Bank—it is not necessary to notify Party A in advance. Once it needs to handle the sales and purchasing of foreign exchange or exchange settlement, Party A is obliged to assist Party B; Party A shall bear the exchange rate risks.

	 	 	 
	 	III. 	
      Use of Party A’s information







Exhibit 10.30 

	 		
      Party A allows Party B to inquire Party A’s credit status
      from individual credit information database of People's bank of China or
      any other individual credit information database approved by credit rating
      authority or other relevant work unit, department and person. All credit
      report obtained are limited to be used on purposes stipulated in
      Provisional Rules on Management of Individual Credit Information Database
      issued by People’s bank of China. Party A allows Party B to provide its
      credit information for individual credit information database of People's
      bank of China or any other individual credit information database approved
      by credit rating authority. Party A also agrees that Party B may use and
      disclose its information reasonably for the necessary of
  business.

	 	 	 
	 	IV. 	
      Collection by Public Notice

	 	 	 
	 		
  As for Party A’s breach of the Contract, Party B has the right to report to the relevant government agency and make an announcement through news media to collect the debt.

	 	 	 
	 	V. 	
      Effect as Evidence of Party B’s record

	 	 	 
	 		
      Except for reliable and confirmed contrary evidence,
      Party B’s following documents constitute evidence to prove the credit
      relationship under the Master Contract: internal account record of Party
      B’s principal, interest, expense and repayment record; receipt and voucher
      during debtor’s handling withdrawal, repayment and interest payment made
      or reserved by Party B; loan collection record and voucher by Party B.
      Party A cannot object to Party B’s personal fabrication or reservation of
      the above records, receipts and vouchers.

	 	 	 
	 	VI. 	
      Reservation of Right

	 	 	 
	 		
  Party B’s rights under the Contract do not affect or eliminate any rights enjoyed according to relevant laws, stipulations and other contracts. Any grace, forgiving, preference or postponed exercising of any contract rights aimed at the breach or delay cannot be taken as the abandonment of rights and interests under the Contract or permission or approval of any breach of the Contract; besides, they do not affect, block or hinder the continuous exercising of the rights or exercising of any other rights and do not ask Party B to bear any responsibilities and obligations for Party A.

	 	 	 
	 		
  If Party B fails to exercise or delays exercising of any rights under the Master Contract or fails to completely utilize any rescue operation under the Master Contract, Party A’s guaranty responsibilities under the Contract can not be reduced or exempted; however, once Party B reduces or exempts the debts under the Master Contract, Party A’s guaranty responsibilities under the Contract are reduced and exempted accordingly.







Exhibit 10.30 

	 	VII. 	
      Party A should promptly notify Party B in the event of
      Party A’s dismantlement, dissolution, going into bankruptcy procedure,
      annulment, the cancellation of Party A’s industry and commerce
      registration, the suspension of Party A’s business license, or mortgage
      properties were, for reasons of natural causes or a third party, damaged,
      lost, infringed, out of Party A’s control, or the ownership of the
      mortgage property is in dispute or its certificate was annulled.


	 	 	 
	 	VIII. 	
      Debtor’s dissolution or bankruptcy 

	 	 	 
	 		
      In the event that Party A knows that the debtor has
      entered into dissolution or bankruptcy procedure, it shall immediately
      notify Party B to report the debts; at the same time, it shall participate
      in the dissolution or bankruptcy procedure in a timely manner and exercise
      the claim right in advance. If Party A knows or should have known that the
      debtor has entered into dissolution or bankruptcy procedure but fails to
      exercise the claim right in advance, Party A shall be responsible the
      incurred losses. 

	 	 	 
	 		
  In spite of Section 6 of Article II, if Party B and debtor reach a reconciliation agreement in the debtor’s bankruptcy procedure or a restructuring plan, Party B’s rights under the Contract are not affect by reconciliation agreement or restructuring plan; Party A’s guarantee responsibilities are not reduced or exempted. Party A can not defend against Party B’s claim of right through the conditions stipulated in the reconciliation agreement and restructuring plan. As for the credits compromised by Party B in the reconciliation agreement and restructuring plan to the debtor without repayment, it still has the right to require Party A for continuous repayment. 

	 	 	 
	 	IX. 	
      Dissolution or Bankruptcy of Party A 

	 	 	 
	 		
      In the event that dissolution or bankruptcy occurs to
      Party A, even if Party B’s right of debts under the Master Contract has
      not expired, Party B has the right to participate in the dissolution or
      bankruptcy procedure and claim the right. 

	 	 	 
	 	X. 	
      In case of any changes in Party A’s communication address
      or contact method, it shall immediately notify Party B in written form; in
      case of any losses arising from timely notification failure, Party A shall
      bear relevant losses by itself. 

	 	 	 
	 	XI. 	
  If Party A or debtor fails to strictly comply with relevant laws, stipulations or regulations concerning environmental protection, energy saving, discharge reduction and pollution reduction or in case of any possible energy consumption and pollution risks, Party B has the right to exercise the guaranty rights under this Contract in advance and adopt other remedial measures permitted by the Contract or law. 

	 	 	 
	 	XII. 	
      Conditions for the Effectiveness of the Contract
  







Exhibit 10.30 

This Contract becomes effective upon
signing or official seal by Party A’s legal representative (responsible person)
or authorized agent and signature or official seal by Party B’s responsible
person or authorized agent.

	Article 12 	Mortgage Property List
  
	 	 
	  	See Article 19 of this Contract. 
	 	 
	Article 13 	PARTY A’S REPRESENTATIONS AND
      GUARANTEES 



	 	I. 	
      Party A fully understands Party B’s business scope and
      authorized power.

	 	 	 
	 	II. 	
  Party A has read all the provisions of the Contract and Master Contract. In response to Party A’s requirements, Party B has specified relevant provisions of this Contract and Master Contract. Party A has known and adequately understood the meaning of provisions in this Contract and Master Contract and its legal consequence.

	 	 	 
	 	III. 	
      Party A has the legal qualification of a guarantor. Party
      A’s guarantee under this Contract is in compliance with the provisions of
      laws, administrative regulations, rules and the article of association or
      internal documents of Party A, and has been approved by the Company’s
      internal competent institutions and/or national competent authorities. All
      the duties incurred due to that Party A has no right to sign this Contract
      shall be burdened by Party A, including but not limited to fully
      compensate the losses of Party A caused hereby.

	 	 	 
	 	IV. 	
      Party A has confirmed it adequately knows the debtor’s
      assets, debts, business, credits and reputation, whether it has the main
      qualification and power of signing the Master Contract as well as all the
      contents of Master Contract.

	 	 	 
	 	V. 	
      Party A enjoys the ownership right or right to disposal
      of the collaterals as confirmed by the laws. The collaterals are not
      public facilities, or properties that are prohibited to be circulated or
      transferred according to the laws, and are not involved in any title
      dispute.

	 	 	 
	 	VI. 	
      There are no other co-owners with respect to the
      collaterals, or although there are other co-owners, such mortgage or
      security has been approved in writing by such co-owners.

	 	 	 
	 	VII. 	
      The collaterals have no defects or title encumbrance
      other than those have been disclosed in writing to Party B, including but
      not limited to that the collaterals belong to articles prohibited for
      circulation, being seized, detained, under custody, rented, or under lien,
      or articles on which any purchase payment, repair fee, construction price,
      tax, fee for granting of land use right or damages compensation is delayed
      or articles having been pledged to secure any other third party’s
      interests.

	 	 	 
	 	VIII. 	
      All the data and information relating to the collaterals
      provided by Party A for Party B are true, legal, complete and
    accurate.







Exhibit 10.30 

	 	IX. 	
      The mortgage and guarantee provided by Party A will not
      infringe on any legal right and interest of any third party nor violate
      any legal obligation or any obligation set forth in this
  Contract.








Exhibit 10.30 

 Special Clauses 

This Maximum-amount Mortgage Contract is numbered: (2009) Jian Ping Song Gao Di Zi No.3 

ARTICLE 13  INFORMATION OF PARTIES TO THIS CONTRACT:

Mortgagor (Party A): Fujian Yada Froup Co., Ltd. (福建亚达集团有限公司)

Address: Shuinan Industrial Park, Songxi County (松溪县水南工业区)

Zip Code: 353500

Legal representative (person in charge): Zhan Youdai (詹有代)

Fax.: 2332598
  

  Telephone: 2325688

Mortgagee (Party B): China Construction Bank Corporation Limited Songxi Sub-branch (中国建设银行股份有限公司松溪支行)  

Address:No.121 Jiefang Street, Songyuan Town, Songxi County  

Zip Code: 353500  

Person in charge: Liu Liquan(刘立泉)  

Fax.: 0599-2322644
  

  Telephone: 0599-2322670

Whereas, for purpose of continually handling credit facilities
(the following first item) for Fujian Yada Group Co., Ltd.
(hereinafter referred to as the “Debtor”), Party B will enter into
(and/or has entered into) with the Debtor during the period from 2011 to
2014 (hereinafter referred to as the “Period for Determination of
Creditor’s Rights”) the Renminbi Fund Facility Contract, Foreign Exchange
Fund Facility Contract, Bank Acceptance Agreement, L/C Issuance Contract, L/G
Issuance Agreement and/or other legal documents (the said contracts, agreements
and/or other legal documents entered into during the Period for Determination of
Creditor’s Rights are referred to as the “Master Contract”
hereinafter).

	 	(1) 	
      Granting Renminbi/foreign exchange facilities;

	 	(2) 	
      Acceptance of commercial draft;

	 	(3) 	
      Issuance of L/C;

	 	(4) 	
      Issuance of L/G;

	 	(5) 	
      Other credit facilities: Left
  blank.







Exhibit 10.30 

Party A is willing to provide a maximum-amount mortgage to
secure the debts of the Debtor under the Maser Contract. Pursuant to relevant
applicable laws, regulations and rules, and based upon mutual consultation,
Party A and Party B hereby enter into this Contract with the intention to be
bound hereby.

ARTICLE 14 AGREEMENT ON PARAGRAPH 2 OF ARTICLE 2 

The maximum amount of the mortgage obligation under this
Contract is (Type of Currency) RMB (amount in words) Thirteen Million
Eight Hundred Sixty Thousand Yuan in total. If Party A has implemented its
mortgage obligations in accordance with this Contract, the maximum amount shall
be deducted accordingly with the amount which has been implemented by Party
A.

ARTICLE 15 AGREEMENT ON ARTICLE 3 

Both Parties hereto shall, within five working days of
execution of this Contract, proceed with mortgage registration procedures at
relevant registration authority. Party A shall, on or before the day of
completion of mortgage registration, submit to Party B for its custody the
originals of Certificate of jus in re aliena, Mortgage Registration
Certificate and other title certificates vesting with the mortgage property.

ARTICLE 16 AGREEMENT ON PARAGRAPH 4 OF ARTICLE 6 

Party A shall, within five working days of execution of this
Contract (or of the day of completion of renewal of insurance if the insurance
of mortgage property is renewed), deliver to Party B the original of the
insurance policy against the mortgage property and shall reserve and maintain at
Party B relevant documents necessary for making any insurance claim or
transferring of insurance interests.

ARTICLE 17 OTHER AGREEMENTS 

1.          
If Party A or the Debtor fails to comply with relevant laws, regulations or
rules with respect to environmental protection, energy saving and emission
reduction or reduction of contamination, or may cause any risk concerning energy
consumption or pollution, Party B shall have the right to exercise its right to
mortgage under this Contract, and may resort to any other remedy agreed under
this Contract or permitted by the laws.

2.          
This field is left blank.

ARTICLE 18 RESOLUTION OF DISPUTE 

Any dispute arising from or in connection with the
implementation of this Contract may be settled through consultation, and if such
a consultation fails, such dispute shall be settled through the first
means listed in the following. During the proceeding of any litigation or
arbitration, all provisions other than the provision(s) in dispute under this
Contract shall remain enforceable.




Exhibit 10.30 

(1)          
Institute legal proceedings to the people’s court at the domicile of Party
B;

(2)          
Submit such dispute to (This field is left blank) arbitration commission
for arbitration at (The place of arbitration is left blank). The
arbitration shall be conducted in accordance with the applicable arbitration
rules in effect at the time of application for arbitration. The award thus given
shall be final and binding upon both Parties hereto.

ARTICLE 19 THIS CONTRACT IS MADE OUT IN
QUADRUPLICATE.

ARTICLE 20 AGREEMENT ON ARTICLE 12

The collaterals under this Contract are listed as follows:

List of Mortgage Properties 


	Title of 
collateral
    




	Number of title 
certificate and
      other 
certificates 



	Address 





	Area or 
quantity
      




	Value of 
collateral
      
(Ten 
thousand 
Yuan) 

	Amount that 
has been
      
mortgaged to 
secure other 
liabilities
      (ten 
thousand 
Yuan) 	Remarks 






	  	  	  	  	  	  	  
	Building or other right to use of land
      within the occupation area 	Song Guo Yong (2002) No. 12,
      Song Guo Yong (2003) No. 023, Song Fang Quan Zheng Song Zi No. 020020116,
      Song Fang Quan Zheng Song Zi No. 020050294. 	Shuinan Industrial Park, Songxi
      County and West Nong Gong Road, Songxi County. 	Land area 26,000m2,
      Constructi on area 17,000m2 	1980 	This field is left blank 	This field is left blank
  



ARTICLE 21 REPRESENTATIONS AND WARRANTIES OF PARTY A


1.          
Party A knows clearly the business scope, power and authorization of Party
B;

2.          
Party A has read this Contract and all articles of the Master Contract. Party B
has made explanation on relevant articles of this Contract and Master Contract
as required by Party A. Party A has fully known and understood the meaning of
all articles of this Contract and the Master Contract and the legal consequence
thereon.

3.          
Party A has the legal qualification to act as Guarantor. Party A’s guarantee
under the Contract conforms to the provisions of the laws, administrative rules
and regulations, and Articles of Association or internal organizational
documents of Party A, and has obtained approvals from the competent internal
organizations of Party A or the competent Chinese authorities. Any and all
liabilities resulting from Party A’s liabilities of disqualification for
entering into the Contract shall be assumed by Party A, including, but not
limited to, indemnifying Party B against all the losses sustained by Party B
therefrom.




Exhibit 10.30 

4.           Party
A confirms that it has fully understood the information concerning the assets,
debts, business, creditworthiness, and credit standing of the Debtor, whether
the Debtor has the power and capacity to enter into the Master Contract all the
contents of the Master Contract.

5.           Party
A enjoys the ownership right or right to disposal of the collaterals as
confirmed by the laws. The collaterals are not public facilities, or properties
that are prohibited to be circulated or transferred according to the laws, and
are not involved in any title dispute.

6.           There
are no other co-owners with respect to the collaterals, or although there are
other co-owners, such mortgage or security has been approved in writing by such
co-owners.

7.           The
collaterals have no defects or title encumbrance other than those have been
disclosed in writing to Party B, including but not limited to that the
collaterals belong to articles prohibited for circulation, being seized,
detained, under custody, rented, or under lien, or articles on which any
purchase payment, repair fee, construction price, tax, fee for granting of land
use right or damages compensation is delayed or articles having been pledged to
secure any other third party’s interests.

8.           All
the data and information relating to the collaterals provided by Party A for
Party B are true, legal, complete and accurate.

9.         
 The mortgage and guarantee provided by Party A will not infringe on any
legal right and interest of any third party nor violate any legal obligation or
any obligation set forth in this Contract.


	Party A (company seal): 	Party B (company seal): 
	Legal representative (person in charge) 	Person in charge 
	Or authorized agent (signature) 	Or authorized agent (signature)