Silvan Industries, Inc.: Exhibit 10.11 - Filed by newsfilecorp.com







	GUIZHOU XINGYI
      RURAL COOPERATION BANK 


No.: Xing Nong He Yin (2011) Nian Bao Dai Zi No.082 

Exhibit 10.11 

	 	
     	
    
	 	Guarantee Agreement 
	 	(English Translation) 
	 	  
	 	  
	 	  
	 	  
	Surety: Guizhou Dingshengxing
      Guarantee& Investment Co., Ltd. 
	Creditor: Guizhou Xingyi Rural
      Cooperative Bank 



 

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Guizhou Xingyi Rural Cooperation Bank

Guarantee Agreement 

	Surety (“Party A”): Guizhou Dingshengxin Guarantee&
      Investment Co., Ltd. 	 
	Address: Room G8, 24/F, Guiyang Hotel, Yunyan District,
      Guiyang, Guizhou 	 
	ID card No. or Organization Code: 77533646-6 	 
	   	 
	Creditor (“Party B”): Guizhou Xingyi Rural Cooperation
      Bank 	 
	   	 
	In order to secure the performance of the Working
      Capital Loan Contract (the “Master Contract”) [No.: Xing Nong
      He Yin (2011) Nian Liu Dai Zi No.082] concluded between Qian
      Xi Nan Aosen Forestry Company, Limited. (the “Debtor”) and Party B,
      and the realization of Party B’s claim, Party A is willing to offer the
      joint and several guaranty to the debt formed on the master contract
      between the Debtor and Party B. In accordance with pertinent laws,
      regulations and rules, Party A and Party B, upon consensus reached through
      consultation, make and enter into this Contract for mutual compliance. 	
    
	 
	Article 1 Mode of guarantee 
	  
	Party A offers the joint and several guarantee liability.
    
	  
	
      Party A confirms that where the Debtor fails to discharge
      the debt as stipulated in the master contract, regardless of whether Party
      B possesses other guaranties (including but not limited to such modes of
      guarantee as guaranty, mortgage, pledge, bond, etc.) to the debt under the
      master contract, Party B shall have the right to demand Party A directly
      to undertake the guarantee liability to the extent of its guarantee.
    

	  
	Article 2 Scope of guarantee 
	  
	
      Principal of the claim (in words) FIVE MILLION ONLY
      and interests (including the compound interests and penalty
      interests), penalties, compensation and related fees advanced by Party B,
      and all expenses incurred to Party B for the realization of the claim
      (including but not limited to the legal costs, arbitration fee, property
      preservation expenses, attorney’s fees, traveling expenses, execution
      fees, evaluation fees, auction fees, etc.) 

	  
	Article 3 Term of guarantee 	 
	  	
    
	
      From the effective date of this Contract to the date two
      years after the expiry date of the performance period of the debt under
      the master contract. Where Party B agrees on the extension of the claim
      upon maturity of the loan, the term of guarantee shall expire on the date
      two years after the expiry date of the performance period of the debt
      re-stipulated in the extension agreement. 

	  
	Article 4 Modification of the secured master contract

	  
	
      Party A confirms that any modification of articles of the
      master contract upon consensus between Party B and the Debtor shall be
      deemed as having acquired the prior consent of Party A, which cannot
      exempt Party A from its guarantee liability, with the exception that the
      amount of the principal of the claim is increased. Modification of the
      term of the master contract by the Creditor and the Debtor (including the
      extension under the letter of credit) shall not be subject to the consent
      of the Surety, but the Surety shall assume the guarantee liability
      continuously pursuant to the scope of guarantee set in this Contract, and
      the term of guarantee shall remain valid till the full repayment of the
      principal and interests or be extended accordingly. 

	  
	Article 5 Severability of contract validity 
	  
	
      This Contract is the ancillary contract of the master
      contract. Where the master contract is deemed as invalid, Party A is
      willing to undertake the joint and several guarantee liability to the debt
      resulting from the Debtor’s property return or loss compensation.
  

	  
	Article 6 Guarantee ability 
	  
	
      During the term of guarantee, where Party A loses or will
      probably loss the guarantee ability, or the legal person or other
      organizations as a surety undergoes contract, lease, combination, M&A,
      co-investment, division, association, joint stock reform, or cancellation,
      Party A shall given a written notice to Party B in advance, and all the
      obligations hereunder shall be undertaken by the body after the aforesaid
      charge or the body that makes the cancellation decision to Party A. In the
      event that Party B believes that the body after the change does not have
      corresponding guarantee ability, Party A or the body that makes the
      cancelation decision shall offer new acceptable guaranty to Party B, and
      conclude corresponding guarantee contract. 

	  	 
	
      During the term of guarantee, Party A, without the prior
      written consent of Party B, shall not offer guaranty above 100% of the
      amount of the net assets in its last annual financial statements to any
      third party. 
	 
	  	 
	Article 7 Supervision to surety 	 
	  	 
	
      During the term of the guarantee, Party B shall have the
      right to know Party A’s production and operation, financial activities,
      industrial and commercial registration, tax registration, tax payment and
      operation of related enterprises, and conduct investigation, also have the
      right to require Party A to provide related planning, statistics,
      financial statements, etc., and Party A shall: 
	 
	  	 
	
      (1) Provide related financial materials and production
      and operation materials as required by Party B, and be held liable for the
      authenticity, integrity and validity of the materials provided; 
	 
	
       
	 
	
      (2) Provide the industrial and commercial registration
      information as required by Party B, and offer conveniences to Party B for the investigation of the industrial and commercial
registration in the name of Party A; 
	 


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(3) Provide the tax registration and payment information as
required by Party B, and offer conveniences to Party B for the investigation of
the tax registration in the name of Party A; 

(4) Provide the list of major fixed assets as required by Party
B, and offer conveniences to Party B for the investigation and verification of
Party A’s immovable properties; 

(5) Provide the list of related enterprises and copies of the
business license of the enterprises, and the list of shareholders or
contributors as required by Party B; 

(6) Provide the list of Party A’s external investments and
current status as required by Party B; and 

(7) Provide the list of Party A’s external guaranty, lease and
donation as required by Party B. 

Article 8 Early assumption of guarantee liability 

During the term of guarantee, where Party B declares early
maturity of the debt as stipulated in the master contract, Party B shall have
the right to require Party A to undertake the joint and several guarantee
liability. 

Article 9 Transfer and collection of amount payable 

As for the amount payable to which Party A undertakes the joint
and several payment liability, Party A irrevocably authorizes Party A to
transfer and collect from its account opened by Party A with Party B and its
branches. The stipulation of this article shall be taken as Party A’s
irrevocable authorization to Party B on its direct transfer and collection of
amount for the repayment of the loan principal and interests. 

Article 10 Miscellaneous 

1. During the term of guarantee, such cases of the Debtor as
combination, division, joint stock reform, capital increase or decrease,
co-investment, association, or rename shall not reduce Party A’s guarantee
liability or exempt Party A from the guarantee liability. 

2. The Surety shall be obligated to supervise the Debtor’s use
of the loan. 

3. The Surety has fully recognized the interest rate risk, and
is willing to undertake the increased guarantee liability due to the fluctuation
of interest rate where the floating interest rate is adopted in the master
contract. 

4.                                                                                                                              
.

Article 11 Dispute resolution 

Any disputes arising from the contract performance shall be
settled through negotiation. Should no consensus be reached, Method 1
below shall be adopted for solution: 

1. Take legal action at the people’s court of the place where
Party B is located; 

2. Submit it
to               
arbitration commission for arbitration. 

During the litigation or arbitration period, articles of the
part irrelevant to the disputes shall be performed continuously. 

Article 12 Effectiveness 

This Contract shall take effect after signed or sealed by Party
A and Party B. 

Article 13 This Contract shall be made in duplicate,
with Party A, Party B and the Debtor each holding one. 


	The Surety has read the aforesaid articles carefully,
      and the Creditor has construed articles of the Contract upon
      request of the Surety, and performed the obligation of giving
      reasonable prompt and explanation. The Surety has know the
      meanings, and has no objection to contents of the articles hereof.
  




	Party A: 	Party B: 
	Legal Representative (Principal) 	Legal Representative (Principal) 
	Or Authorized Representative (Signature or Seal): 	Or Authorized Representative (Signature or
      Seal): Zhou Lunqi 
	  	Handling Person: Xiao Qiangfeng 
	3 August 2011 	3 August 2011 


	
    	
    	
    
	Guizhou Dingshengxin Guarantee& Investment Co., Ltd.
      	Guizhou Xingyi Rural Cooperation Bank
	
    Seal 

	Xi’nanzhou Branch 	for Contracts 	  


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