Exhibit
10.1
 Facility
for Trade Financing Contract
 
 
  Contract
No.: jianshankaidai (2008) 050
   Party
A: Shaanxi Tianren Organic Food Co., Ltd.
   Address:
A-4 Tongxiege Building, No.12, Gaoxin 2nd Rd,
Hi-tech Zone, Xi’an, China 710075
   Legal
Representative (Chief Officer): Xue Hongke
   Telephone:
029-88386415
   Fax:
029-88386230
   Post
Code: 710075
   
   Party
B: China Construction Bank, [Gaoxin Branch]
   Address:
No. 42 Gaoxin Road
   Chief
Officer: Zhou Cunxing
   Telephone:
029-88333539
   Fax:
029-88321414
   Post
Code: 710075
   
   In order
to promote cooperation between Party A and Party B in export-import trade
financing, Party B agrees to provide Party A with a revolving facility up to a
certain amount for a fixed term at the application by Party A and subject to the
satisfaction of conditions required by Party B. Party A and Party B hereby enter
into this Contract.
   Article
1.  Facility for Trade Financing
   “Facility
for Trade Financing” (the “Facility”) shall mean the maximum amount of
outstanding principal that Party B agrees to provide to Party A for the purpose
of trade financing under certain conditions and within the Availability Period
in this contract. At any time within the Availability Period, Party A may apply
for trade financing on a revolving basis in accordance with the terms and
conditions of this Contract and without limitation on frequency and amount of
each individual financing (unless this Contract provides otherwise), subject
always to:
   The
amount of the outstanding principals provided by Party B does not exceed the
Maximum Amount of the Facility; and
   The
aggregate of the amount of Party A’s any individual application and the amount
of the outstanding principal at the time of such application does not exceed the
Maximum Amount of the Facility.
   Article 2. Categories and Amount of
the Facility
   Party B
agrees to provide to Party A the Facility with an amount not exceeding twelve
million(the “Maximum Amount ”), and among other things,
   1.  Line for Issuance of Sight
L/C where Party B is able to have control over the title of the
underlying goods is  (amount
in words)(the “Maximum Amount ”);
   2.  Line for Issuance of Sight
L/C where Party B is unable to have control over the title of the
underlying goods is  (amount
in words)(the “Maximum Amount ”);
   3.  Line for Issuance of Usance
L/C where the committed term is within 90 days shall be . (amount in
words)(the “Maximum Amount ”);
   4.  Line for Issuance of Usance
L/C where the committed term is 90 days or more shall be (amount
in words)(the “Maximum Amount ”);
   5.  Line for T/R under L/C shall be  (amount in
words)(the “Maximum Amount ”);
  
  6.  Line for T/Runder
Unconfirmed-L/C shall
be (amount in
words)(the “Maximum Amount ”);
   7.  Line for
the goods under such Shipping Guarantee shall be (amount in words)(the “Maximum
Amount ”);
   8.  Line for Packing Loan shall
beRMB twelve
million(the “Maximum Amount ”);
   9.  Line for Short Term Financing
under Export L/C shall
be RMB twelve
million(the “Maximum Amount ”);
   10.  Line for Export Bill Purchase
shall be RMB twelve
million(the “Maximum Amount ”);
   11.  Line for Bill of Exchange Discount /
Purchase of Account Receivable under Usance L/C shall betwelve million
RMB(the “Maximum Amount ”);
   12.  Line for Export Collection Loanunder D/P shall be RMB twelve
million(the “Maximum Amount ”);
   13.  Line for Export Collection Loanunder D/A shall beRMB twelve
million.(the “Maximum Amount ”);
   14.  Others.
Line for Export Order
Financing under O/A shall beRMB twelve
million(the “Maximum Amount ”).
   Article 3. Availability
Period
   1. The
Facility under this Contract shall be available from September 17, 2008 to May
21, 2009 (the “Availability Period”).
   2.The
Facility shall terminate automatically and the unused Facility shall become void
upon the expiration of the Availability Period. Party A may apply for a new
facility and enter into a new contract with Party B subject to Party B’s review
of and consent to such application.
   3. Party
A’s obligation to repay its indebtedness in respect to any individual financing
provided within the Availability Period shall not be affected by the expiration
of the Availability Period even if the maturity date for such individual
financing comes after the Availability Period expires.
 
 Article
4.                            Interests
and Fees
  1.
The following items including starting date, expiration date, amount, interest
rate, type of interest calculation, type of interest settlement, expense
categories or limits, rate, type of expense calculation and type of payment
regarding single business of trade financing will be decided in accordance with
relevant laws and documents. For those disagreed upon terms, Party B has the
right to decline the application of Party A.
  The term
“LIBOR” shall mean the inter-bank offered rate for the same currency and the
same period which is published by the British Bankers Association (BBA) and
which appears on the TELERATE page or similar banking display terminals as of
11:00 a.m. (London time) two banking days prior to the occurrence of any
individual financing or two banking days prior to an interest rate adjustment
day.
   The term
“HIBOR” shall mean the inter-bank offered rate for the same currency and the
same period which is published by the Hong Kong Bankers Association (HKBA) and
which appears on the TELERATE page or similar banking display terminals as of
11:30 a.m. (Hong Kong time) two banking days prior to the occurrence of any
individual financing or two banking days prior to an interest rate adjustment
day.
   Under
this Contract, Party A shall pay to Party B the following fees:
   (1)                 Management
Fees which shall be calculated and paid at 0.2% of the Maximum Amount of the
Facility;
   (2)                 All
expenses incurred by Party B in respect to all individual financing under this
Contract;
   (3)                 All
expenses incurred by Party B in collecting sums under and/or in respect to the
L/C, negotiable instruments, guarantee, mortgage, and pledge in connection with
the Facility;
   (4)                 Other
expenses under this Contract.
   Article
5. Utilization of the Facility
   1.
Conditions Precedent for using the Facility
   Subject
to a waiver by Party B, Party B is not obligated to provide financing unless the
following conditions are satisfied:
  
 (1)                 Party
A has obtained and/or completed all necessary approvals, registrations,
deliveries, and other legal formalities relating to the Facility in accordance
with relevant laws and regulations; and
  (2)                 The
security contracts or other security documents satisfactory to Party B have
become effective and remain in full force and effect; and
  (3)                 No
event of default listed in this Contract has occurred; and
   (4)                 If
Party A shall pay Management Fees as required in this Contract, such Fees have
been paid to Party B;
   (5)                 
All other documents required by Party B have been submitted;
   (6)                 The
Application for Drawing and other relevant documents have been examined and
approved by Party B;
   (7)                 Other
conditions precedent:
   2.
At any time during the Availability Period the aggregate of the outstanding
principal of all individual financings shall not exceed the Maximum Amount of
the Facility; the aggregate of the outstanding principal of all individual
financings under sub-item facilities shall not exceed the Maximum Amount of such
Facility.
   Article
6. Law Document Related to This Contract
   1.  When
Party A applies Party B for use of the facility under this trade financing
contract, Party A should sign the following exhibits NO. four, No. five, No. six,
No. seven, No. eight and No. nine with the Company Stamps of both Parties
on them, which are indivisible parts of this contract and preform the legal
effect of binding. Any Party should not raise an objection to the legal effect
of relevant exhibits for the reason that no signatures of both Parties on these
exhibits.
   (1).
Exhibit 1: Special Agreement on Issuance of L/C;
   (2).
Exhibit 2: Special Agreement on Trust Receipt Loans;
   (3).
Exhibit 3: Special Agreement on Shipping Guarantee;
   (4).
Exhibit 4: Special Agreement on Packing Loan;
   (5).
Exhibit 5: Special Agreement on Export Bill Purchase;
 
 (6).
Exhibit 6: Special Agreement on Export Negotiation;
   (7).
Exhibit 7: Special Agreement on Export Collection Loan;
   (8).
Exhibit 8: Special Agreement on Bill of Exchange Discount / Purchase of Account
Receivable under Usance L/C;
   (9).
Others.: Special Agreement on Export Order Finance.
   2. When
party A applies to Party B for trade financing business, Party A should submit
the applications thereafter. The confirmed applications of Party B are the
indivisible parts of this contract and its exhibits. These applications
include:
   (1) Party
A should submit application for issuance of L/C in order to handle the issuance
business of L/C;
   (2) Party
A should submit application for Trust Receipt Loans in order to handle the
business of Trust Receipt Loans;
   (3) Party
A should submit application for Shipping Guarantee in order to handle the
business of Shipping Guarantee;
   (4) Party
A should submit application for Packing Loan in order to handle the business of
Packing Loan;
   (5) Party
A should submit application for Export Bill Purchase in order to handle the
business of Export Bill Purchase;
   (6) Party
A should submit application for Export Negotiation in order to handle the
business of Export Negotiation;
   (7) Party
A should submit application for Export Collection in order to handle the
business of Export Collection;
   (8) Party
A should submit application for Bill of Exchange Discount / Purchase of Account
Receivable under Usance L/C in order to handle the business of Bill of Exchange
Discount / Purchase of Account Receivable under Usance L/C;
   (9)
Others: Party A should submit Export Order Financing Application in order to
handle the business of
Export Order Finance;
   3. When
Party A applies for issuance of Usance L/C, for Sight L/C where Party B could
not control the rights of goods, for Shipping Guarantee and for Trust Receipt
Loan,Party A
should submit Trust Receipt according to Party B's request.
 
  Article
7.                            Rights
and Obligations of the Parties
   1.  Party A
has the right to require Party B to keep confidential relevant information and
trade secrets relating to the production and operations of Party A unless
otherwise required by laws and regulations.
   2.  Party A
shall provide financial statements and information relating to planning,
statistics, production and operation as required by Party B and shall be
responsible for the authenticity, integrity and validity of such information and
documents.  If Party A belongs to the class of group client, Party A
should disclose any related transaction exceeding 10% of the net assets to Party
B, including: (1) the relation among the related parties; (2) project and
nature; (3) amount and percentage of the transaction; (4) Price determination
Policy.
   3.  Party A
shall be subject to Party B’s inspection and supervision over its operation,
financial activities and the use of the Facility under this Contract and shall
provide assistance as required by Party B.
   4.  Should
something happen to Party A that will, in Party B's opinion, impact the regular
management of Party A, Party B will have the right to adjust or even cancel the
facilities that have not been used by Party A.
   5.  Party A
shall open the settlement account in RMB or a foreign currency with Party B and
have import and export settlements, trade financing and other settlements
conducted through Party B.
   6.  Party A
shall utilize the Facility for the purpose as agreed upon by the
Parties.
   7.  Party A
shall repay the principal and interest within the term agreed upon by the
Parties.
   8.  Party A
shall bear the exchange rate risk. If the fluctuation of exchange rate may
result in the aggregate of individual financings that have been provided
exceeding the Maximum Amount of the Facility, Party A shall promptly provide
security satisfactory to Party B upon its receipt of notice from Party B. Party
B is under no obligation to provide financing for any additional amount arising
from the fluctuation of exchange rate.
   9. Party
A should not use the false contract signed with a related party, or receivable
invoice, or receivable account without actual deals to rebate or pledge to the
bank in order to get money or credit by fraud.
   10.  Party A
shall promptly inform Party B of any change of its business name, legal
representative (chief officer), address, business purpose or registered capital
and other relevant matter, and attach changed relevant materials.
   
   11.  Party A
shall not enter into with any third party any contract that is detrimental to
the rights and interests of Party B under this Contract.
   12.  Before
the repayment of all the indebtedness hereunder, Party A shall not provide
security to any third party with the assets procured by using the Facility
without the prior written consent of Party B.
   13.  Party A
shall compensate Party B for all losses incurred by Party B in connection with
the disputes arising from the underlying Contract and all losses caused by any
third party.
   Article
8.                            Liabilities
for Default and Remedies
   1. Events
of Default by Party B and Liabilities
   (1) If
Party B deviates from this contract, its exhibits and agreements under relevant
transactions application which have been approved by Party A, Party A shall
require Party B to preform its obligations in accordance with these relevant
agreements.
   (2) If
Party B charges the interest and expense by violation of national laws and
regulations, Party A is entitled to the requirement of repayment from Party
A.
   2. Events
of Default by Party A and Liabilities
   (1)When Party A
deviates this contract, its exhibits and agreements under relevant transactions
application which have been approved by Party B or any obligation required by
law.
   (2)Party A certainly
suggests or shows through its actions that Party A will not preform this
contract,its
exhibits and any obligation under relevant transaction application which have
been approved by Party B.
  
 3. Events
that will Jeopardize Party B's Rights
   (1) If
Party A carries out any of the following activities during the term of this
Contract that Party B thinks will have an impact on the creditor's rights under
this contract, and the aforesaid activities may include without limitation
contracting, leasing, transformation to a stock company, forming an economic
association with another enterprise, consolidation, merger, division, setting up
a joint venture, application for suspension of production or for winding up or
for bankruptcy, Party A ceases or suspends production; or its corporate
registration is canceled, or business license revoked; or its legal
representative or high-ranking officers are involved in illegal activities; or
it is involved in litigation with a major impact; or great difficulties arise in
respect to its production or operation; or its financial standing
deteriorates.
   (2) If
Party A carries out any of the following activities during the term of this
Contract that Party B thinks will have an impact on the creditor's right under
this contract, and the aforesaid activities may include without the performance
of other mature debts, low-price or free transference of assets, derate the debt
of the third Parties,remiss to execute
debt obligations or other rights, or provide securities for the third
party.
   (3) Any
premise for trade finance provided by Party B in this contract, in its exhibits
and in an individual business have not been satisfied continuously by Party
A.
   (4)
Should any of the following events happen to guarantor, the debt obligation
under this contract can be regarded in danger by Party B, and the aforesaid
activities may include:
   (a)  Violation
of any of items in guaranty contract or false, incorrect, missed statements
against the item in the guaranty.
   (b)  Without
limitation contracting, leasing, transformation to a stock company, forming an
economic association with another enterprise, consolidation, merger, division,
setting up a joint venture, application for suspension of production or for
winding up or for bankruptcy, Party A ceases or suspends production; or its
corporate registration is canceled, or business license revoked; or its legal
representative or high-ranking officers are involved in illegal activities; or
it is involved in litigation with a major impact; or great difficulties arise in
respect to its production or operation; or its financial standing deteriorates
which will influence the ability of guarantor to bear the liabilities of
guaranty.
   (c)  Failure
or possible failure to bear the liabilities of guaranty.
   (5)
Should any of the following events happen in mortgage or pledge, the debt
obligation under this contract can be regarded in danger by Party B, and the
aforesaid activities may include:
   (a)
For the act of the third party, the following activities happened: collection,
confiscation, expropriation, free recovery and demolition by the government,changes in the
market or any other events which result in damages or destruction or value
decrease of the pledged or mortgaged property.
 
  (b)
The pledged or mortgaged property is sealed up, detained, frozen, withheld,
indwelt, auctioned, supervised by the government or in dispute of its
ownership.
   (d)  Mortgagor
or pledger violates any of the items in guaranty contract or falsely,
incorrectly states or misses the item in the guaranty.
   (e)  Other
events that will imperil the realization of mortgage and pledge.
   (6)
Any of the following shall be regarded by Party B as insecure to debt obligation
under this contract, including: the security documents or other securities do
not take effect, or are void or rescinded, or the security provider totally or
partially loses its capacity to secure the indebtedness or refuses to perform
its obligations; or
   (7)
Other cases in Party B's view that will imperil the debt obligation under this
contract.
   4.  Remedies
   If
any Event of Default in Items (2) to (3) above occurs, Party B is entitled to
enforce its rights hereunder by taking one or more of the following
measures:
   (1)Party B is
entitled to adjust or cancel the Facility or any individual Line under this
Contract.
   (2)Party B is
entitled to accelerate forthwith the indebtedness under this Contract, and to
require Party A to repay forthwith all principal, interest and fees, whether
they are due or not.
   (3)
Collection of penalty interest and compound interest.
   (4)
Performance of security rights
   (5)Other remedies,
including but not limited to:
 
  (a)Party B is
entitled to debit any account in any currency opened by Party A with any branch
or office of China Construction Bank for any unpaid amount.
   (b)
Party B is entitled to require Party A to provide new security(ies) for all the
indebtedness in respect to the Facility.
   (c)
Party B is entitled to enforce its security rights.
   (d)
Party B is entitled to terminate this Contract.
   Article
9. Others
   1.
Expenses
   All the
costs concerning this contract and the guaranty under it will be born by Party
A, including: attorney fees, insurance fees, assessment charges, registration
costs, keeping charges,cost of
identification, notarization fees, etc., except by special
agreement.
   In order
to realize the creditor's rights of Party B, all the actual costs (including but
not limited to  attorney fees, insurance fees, assessment charges ,
registration costs , keeping charges,cost of
identification, notarization fees, etc.)will be born by Party A.
   2. Use of
the information of Party A
   Party A
agrees with Party B to inquire into the credit status of Party A from People's
Bank of China, credit databases approved and constructed by the department in
charge of credit information or from the related institute, and also agrees to
provide the information of Party A to People's Bank of China, credit databases
approved and constructed by the department in charge of credit information, and
agrees to properly use and disclose this information when it is necessary for
work.
   3.
Collection through Announcement
   As
to loan principal or interest default and other cases occurred due to the breach
of contract,Party B is granted
to report to related departments or units and collect debt through
media.
 
  4.
Effectiveness of Evidence Recorded by Party B
   Unless
with the reliable and assured opposite evidence, all the following can
definitely prove the relationship in debt obligation between both parties: inner
accounting records about principal, interest, cost and payment of Party A,
invoices and vouchers which are made and reserved by Party B in the case when
Party A deposits money, repays debt, repays interest and does such transaction,
as well as related records and vouchers when collecting debt by Party
B.
   5. Rights
Reservation
   Party B's
rights stated in this contract will not be an obstacle to Party B to enjoy any
other rights prescribed in the law, rules and other contracts. For default and
delayed act, if they were treated with tolerance,grace limit,favor or stayed
exercise of any rights under this contract,all these
treatment will not be regarded as abandonment of rights and benefits under this
contract or approval of any default, nor do they prevent,restrict,disturb the
consequent implementation of certain rights or any other rights. In
addiction,they will not be
reasons that Party B will bear responsibility and obligations for Party
A.
   6.
Besides the debt under this contract,if Party A holds
any other matured liabilities,Party B is
entitled to debit any account opened by Party A with any branch or office of
China Commerce Bank for any amount due to Party B under this Contract to clear
off any of the debt, for which Party A hold no objection.
   7. With
regard to changes in contact information,Party A should
promptly give Party B a written notice; if not, all the damages will be born by
Party A.
   8. Debit
of Accounts Payable
   As to all
the accounts payable of Party A under this contract, Party B is entitled to
debit any account opened by Party A with any branch or office of China Commerce
Bank for any amount due to Party A without any notification to Party A. If it is
necessary to handle the procedure of exchange settlement and sales or foreign
exchange dealings, Party A is obligated to assist the transaction of Party B,
and the risk in exchange rate will be born by Party B.
   9.
Dispute Resolution
   Any
dispute arising out of or in connection with this Contract shall be settled
through friendly consultation. If no agreement is reached through such friendly
consultation, such dispute shall be settled in accordance with _____ of the
following:
   
 (1)
Instituting legal proceedings with the People’s Court in the location of Party
B.
   (2)
Submitting the disputes to the
[                ]
for arbitration (the venue for such arbitration shall be __________), which
shall be conducted in accordance with the arbitration rules in effect as of the
date of submission. The arbitration award shall be final and binding on both
Parties.
   The
Parties shall perform this Contract in accordance with the undisputed parts
during the course of such legal proceedings or arbitration.
   10.
Effectiveness
   This
Contract shall take effect upon the execution by the legal representative (chief
officer) or authorized representative of Party A and by chief officer or
authorized representative of Party B with the company chops of both Parties
affixed.
   11.
Counterparts
   This
Contract shall be made in 5 counterparts.
   12.  Miscellaneous
   (1)
Party A declares that
there is no violation of laws and regulations on environment protection,
energy-savings and ejection-decreasing, and environment pollution reducing in
the process of contract-making, and also promises that after the contract have
been signed,Party A will strictly abide
by relevant laws and regulations on environment protection, energy-savings and
ejection-decreasing, and environment pollution reducing; or
   (2) If the aforesaid
declaration is found to be false or promises have not been kept, or certain
energy consumption and environmental pollution risks happen to Party A, Party B
has the right to terminate the credit to Party A(including, without
limitation, to refusal to grant loans,to provide
financing,to issue guarantee or L/C or
acceptance bill of Bank), or to declare the debt obligation (including, without
limitation, to loans, financing, money advanced which occurred or might occur)
to expire in advance,or to take other remedies
granted by laws or contractually agreed upon; or
   (3)
;
   (4)
;
   
 
   13.
Within the effective period and the Lines for facilities of trade finance, all
the legal document (including but not limited to exhibits of this contract,
relevant business applications, and any vouchers) which can prove the
debtor-creditor relationship formed between both Parties shall be the component
parts of this contract.
   Article
10.                            
Representations
   1. Party
A is fully informed and aware of the business purpose and powers of Party
B.
   2. Party
A has read all the terms of this Contract and Party B has given explanation as
required by Party A. Party A hereby acknowledges that it fully understands all
the terms of this Contract and the corresponding legal consequences
thereof.
   3. Party
A has the right and power to execute this Contract.
     Party A
(Company Chop): Shaanxi Tianren Organic Food
Co., Ltd.
   Legal
Representative (or Chief Officer) or Authorized Representative
(Signature):  /s/ Xue Hongke
   Date:9/17/2008
     Party B
(Company Chop): Gaoxin
Branch of China Construction Bank
   Chief
Officer or Authorized Representative (Signature):/s/ Zhou
Cunxing
   Date:9/17/2008