Silvan Technologies: Exhibit 10.1 - Filed by newsfilecorp.com







	Exhibit 10.1 
	Loan Contract 
	(English Translation) 
	No.: 2011 Ying 1011200625 


This contract is the specific contract under the Credit
Agreement of No.___ (Please check the box if this applies.).

Money Lender: China Merchant Bank Co., Ltd., Guiyang Branch
(hereinafter referred to as Party A)

Principal: Zhang Qingdian

Borrower: Qian Xi Nan Aosen Forestry Company, Limited
(hereinafter referred to as Party B)

Legal Representative/Principal: Bai Yulu

Party B applies to Party A for working capital loans because of
production and management needs. Party A agrees to issue the loan upon checking.
Now both parties enter into this contract and reach agreement on the following
articles through full consultation in accordance with relevant laws.

Article 1 Loan currency and amount

RMB (Capitalized) SAY RMB TWENTY-FIVE MILLION ONLY.(RMB
25,000,000)

Article 2 Loan purpose

This loan is defined as working capital loan, and shall be only
used for working capital turnover. And Party B shall not use it for any other
purpose without the written approval of Party A.

Article 3 Loan term

The term of the loan is one year, from March
(month) 8 (date) 2011 (year) to March (month) 7
(date) 2012 (year). If the actual loan issuing date is not the same
as the above start date, the loan issuing date shall be subject to the date on
the receipt for the loan, and the repayment date shall also be extended
correspondingly, subject to the receipt for the loan.

[  ] During the loan term, Party A shall issue the loan step by
step according to the actual needs of Party B, and the amount and start date of
the loan issued each time should be subject to the receipt for the loan (Please
check the box if this article applies.).

[  ] During the loan term, Party A may have the right to ask
Party B to make equal installment repayment according to the following plan
((Please check the box if this article applies.).

Article 4 Loan prerequisites

The issuing of the loan (including each loan issued by stage)
under this agreement is on the premise that Party B shall fulfill the following
requirements. Party A has the right to refuse the loan issuing if Party B fails
to fulfill any of these requirements: 

4.1 Party B has provided relevant materials according to this
agreement; 

4.2 Party B shall cooperate with Party A in supervision and
inspection; 

4.3 Party B has made full repayment on time for the issued
loan; 

4.4 Party B hasn’t caused any event of default stipulated in
the agreement; 

4.5 Party B hasn’t violated any other stipulation in this
agreement.

The loan prerequisites are concluded for protecting the
rights and interests of Party A, and Party A has the right to lower the
requirements for the loan prerequisites.

Article 5 The interest rate and interest of the loan

5.1 Interest rate




5.1.1 This loan adopts (choose one from the two items below,
checking the box):

	[x] fixed rate 	[  ] floating rate 


5.1.2 Determination of the interest rate during the contract
period:

For RMB loan, the base rate should be subject to the __
month/one year RMB loan base rate of the financial institution announced
by the People’s Bank of China on the pricing date, [x] floating upward/[  ]
floating downward (Choose one from the two, checking the box) 40%.

For foreign currency loan, the base rate should be subject to
the __ month(s)/___day(s) (Choose one from the two, checking the box) base rate
of the corresponding foreign currency loan on the pricing date or one working
day before or two working days before: [[ ] plus/[ ] minus (Choose one from the
two, checking the box) __ basic point(s) (BPs). It’s decided by Party A to
choose the pricing date, one working day before or two working days before as
the interest rate determination day. The pricing date means the reference day
for determining the loan term or the basic rate during the floating period. If
this loan adopts the fixed rate, the pricing date shall be the actual loan
issuing date; if this loan adopts the floating rate, the determination of
pricing date shall conform to the stipulation in Article 5.1.3.

The stipulations in the above article, that is “[ ] floating
upward/[ ] floating downward __%” (hereinafter referred to as floating
proportion), or “[ ] plus/[ ] minus __ (basic point)”(hereinafter referred to as
basic point), refer to the floating proportion and/or the basic point determined
when this contracts is signed. Party A has the right to adjust this floating
proportion and/or the basic point regularly or irregularly in combination with
the change of state policy, the price change of the domestic credit market, or
the change of its own credit policy. Once Party A decides to adjust, it should
notify Party B in writing five working days in advance. Such adjustment shall
come into force when Party B receives the notification from Party A. The
specific floating proportion and /or the basic point of the relevant new loan
Party B has just drawn and the loan Party B has drawn before the notification
comes into force and still hasn’t repaid shall be subject to the determination
in Party A’s notification, and the base rate and floating period shall still
subject to this agreement.

5.1.3 If this loan adopts floating interest rate, the floating
period shall be _/_ month(s)/__ day(s). The base interest applied in each
floating period shall be determined according to article 5.1.2. The actual loan
issuing date is the pricing date of the first floating period. And the first day
of each floating period followed is considered as the pricing date of this
floating period.

5.1.4 In the case that Party B hasn’t used the loan according
to this agreement, additional 100% interest rate shall be collected on the basis
of the original rate for the loan that hasn’t used in accordance with the
purpose stipulated in this agreement from the day of changing the loan
purpose.

In the case that Party B hasn’t repaid the loan on time,
additional 50% interest rate shall be collected on the basis of the original
rate for the loan that Party B hasn’t repaid on time from the day when the time
limit expires.

The original interest rate refers to the interest rate applied
(For floating rates, this refers to the last floating period before the
maturity, including the maturity in advance) before the maturity (including the
due date in advance).

If the loan is overdue or hasn’t been used for purpose
stipulated in this contract, the interest shall be collected according to the
above-mentioned ways, and adopt the way in whichever the interest is higher.

5.1.5 During the loan term, if the People’s Bank of China
adjusts the regulation of loan interest rate, such regulation of the People’s
Bank of China shall be performed.

5.2 Interest accrual: the interest rate should be calculated
from the date when the loan is entered into Party B’s account and based on the
actual loan amount and actual number of days. Interest is calculate once a
season, interest accrual day is the 20th of the last month of each season. The
conversion way of daily interest rate shall conform to the relevant regulations
of the People’s Bank of China or the international practice.




5.3 Payment of interest: Party B should pay interest just on
each interest accrual day. Party A may withhold directly from Party B’s deposit
account. If Party B hasn’t paid the interest on time, as for the unpaid
interest, Party A shall have the right to collect compound interest based on the
loan interest over the same period. 

Article 6 Guarantee clause (For the following items,
please check the box according to the real situation.)

[  ]6.1 __ is designated by Party B as the guarantor of the
principals and interests and all the other relevant expenses under this
contract, and he/she must provide Party A with the irrevocable guaranty
and/or

[x]6.2 Guizhou Huacheng Real Estate Co., LTD uses the commercial
buildings and the land-use right that they own or for which they have legal
right to handle as the mortgage/pledge for the loan under this contract, and
both parties shall sign separate mortgage contract.

[  ]6.3 Other guarantee methods:

If this contract is the specific contract under the Credit
Agreement, this article shall not apply. The debt under this contract shall
automatically enter into the guarantee scope of the guarantor who has signed the
a contract of mortgage/pledge of the maximum amount with Party A or has provided
the irrevocable guaranty of the maximum amount.

If the guarantor hasn’t signed the guarantee document or gone
through the guarantee procedure according to the stipulations, Party A may have
the right to refuse to issue the loan to Party B.

Article 7 Rights and obligations of Party B

7.1 Party B enjoys the following rights:

7.1.1 Has the right to draw and use the whole loan according to
this contract; 7.1.2 Has the right transfer the debt to the third party upon
approval of Party A. 7.2 Party B shall fulfill the following obligations:

7.2.1 Shall truthfully provide the files and materials, all the
account-opening banks, account Numbers and the condition of the deposits and the
loans demanded by Party A, and cooperate with Party A in investigation, review
and check; 

7.2.2 Shall accept Party A’s supervision on its use of credit
funds, production and management, and financial activities. And shall take
reasonable processing measures based on Party A’s suggestions and requirements;


7.2.3 Shall use the loan in accordance with the purpose
stipulated in this contract, and conform to Party A’s requirements on the
payment and management of the loan funds; 

7.2.4 Shall fully repay the principal and the interest on time
according to this contract; 

7.2.5 Shall get approval from Party A if transfer the whole or
part of the debt under this contract to the third party; 

7.2.6 Shall notify Party A immediately if the following
conditions happen, and on Party A ‘s request to cooperate with Party A in
carrying out the protective measures for repay fully the principals, the
interests and all the other expenses under this contract on time: 

7.2.6.1 Essential financial loss, capital loss or other
financial crisis arises; 

7.2.6.2 Provide loan or guarantee for the benefit of the third
party or for protecting the third party from loss, or to provide mortgage or
pledge by using the property owned by itself; 

7.2.6.3 Credit status reduces, and main business profitability
goes down; 

7.2.6.4 Conditions arise, such as termination of business,
business license being revoked or cancelled, applying for or being applied for
bankruptcy, dismiss and so on; 

7.2.6.5 Party B’s controlling shareholders, actual controller
and other affiliated companies suffer crucial management or financial crisis,
which influence its normal operation; 

7.2.6.6 Party B has connected transactions with its controlling
shareholder and other affiliated companies, which influences its normal
operation; 

7.2.6.7 Any litigation, arbitration, or criminal and
administrative penalties occur, which have much bad effect on its management or
financial status;




7.2.2.8 The borrower’s legal representative, directors or
important high-level managers experience personnel change, or their personal
freedom is restricted by the state authorized organizations due to illegal and
disciplinary events, which may influence its normal operation; 

7.2.6.9 Other important events occur that may influence its
ability to repay the debt; 

7.2.7 Shall not delay in managing and claiming the creditor's
right, or handle the main current property for free or in other inappropriate
ways.

7.2.8 Part B shall get approval from Party A before carries out
the important events, such as merger, division, restructuring, equity transfer,
joint venture (cooperation), the transfer of property rights, the shareholding
system reform, foreign investment, the actual increase in debt financing, and so
on; 

7.2.9 According to Party A’s requirements, Party B shall (For
the following items, please check the box according to the real situation.): [
]insure its core assets and designate Party A as the first beneficiary; [ ]not
sell or mortgage the _/__ asset designated by Party A before settlement of the
loan; [ ]make the following limit on the profit-sharing ratio of its
shareholders according to Party A’s requirement during the existence of the
loan:

	 	 
	[ ]Others: 	 


Article 8 Rights and Obligations of Party A

8.1 Party A enjoys the following rights:

8.1.1 Has the right to ask Party B to fully repay the principal
and the interest of the loan; 

8.1.2 Has the right to ask Party B to provide materials related
to the loan; 

8.1.3 Has the right to know about Party B’s production and
management and financial activities; 

8.1.4 Has the right to supervise Party B to use the loan
according to the purpose stipulated in this contract; 

8.1.5 Has the right to supervise the account Party B opened at
Party A, entrust other organizations of China Merchants Bank outside Party A to
supervise Party B’s account, and control the payment of loan funds in accordance
with the loan usage and payment scope agreed on between both parties; 

8.1.6 Has the right to withdraw the principal, the interest and
other relevant expenses of the loan directly from Party B’s account; 

8.1.7 Has the right to transfer the creditor’s right it owns
for Party B, and has the right to adopt the methods that it deems appropriate
(including but not limited to by fax, mail, personal delivery, notification on
the public media and so on) to inform Party B of the transfer and urge Party B
to pay back the debt; 

8.1.8 In the business of buyer credit and interest
seller-bearing, and seller credit and interest buyer-bearing, Party A has the
right to refuse to issue the loan to Party B before receives the Commitment
Letter of Interest-bearing provided by the seller/the buyer; 

8.1.9 Has the right to call in the loan in advance according to
the status of funds withdrawal; 

8.1.10 Has the right to take measures in accordance with this
contract if Party B fails to fulfill the obligations under this contract; 

8.1.11 Has other rights stipulated in this contract; 

8.2 Party A shall fulfill the following obligations: 

8.2.1 Shall issue the loan according to the requirements
stipulated in this contract; 

8.2.2 Shall keep confidential of Party B’s financial,
production and management status, except otherwise stipulated by laws and
regulations and the regulatory organizations.

Article 9 Party B particularly guarantee the following
matters

9.1 Party B is the kind of entity which is established formally
based on the Chinese law, exists legally, possesses the status of a legal
person, and has full civil capacity to sign and execute this contract; 

9.2 Party B has got the full authorization of the board of
directors or any other competent authority in signing and executing this contract. This contract has the legal and
effective binding to Party B from the contract date; 




9.3 The loan item and loan events conform to the laws and
regulations. The loan won’t be used in the investment of fixed assets and
equity; in the speculation on securities, futures and real estate illegally; in
seeking illegal income by lending to each other; in the fields and usages
prohibited by the state; and in other usages outside this contract; 

9.4 If the loan borrowers makes the payment of the loan by
themselves, Party B should regularly (at least quarterly) make summary report to
Party A the payment of the loan funds. Party A has the right to check whether
the loan payment conforms to the stipulated usage by account analysis,
certificate inspection, field survey and other methods; The loan borrowers makes
the payment of the loan by themselves means that Party A issue the loan funds to
Party B’s account upon Party B’s withdrawal request, and then Party B may pay
the loan to the its counterparty who is subject to the stipulated loan usage at
its own will; 

9.5 After approval of Party A, if Party B needs to use online
banking to make loan payment, Party B shall accept the limit measures taken by
Party on the online banking, including presetting the list of payment objects,
single payment limit, periodical payment limit and so on; 

9.6 The documents, materials and certifications on Party B, the
guarantor, the mortgagor (pledger) object given as a mortgage/pledge provide by
Party B are all truth, correct, complete and effective, There is no crucial
mistake contradictory with the truth or important fact is omitted in such
documents, materials and certifications; 

9.7 When both parties sign this contract, no litigation,
arbitration, or criminal and administrative penalties occurs which have serious
bad effect on Party B or the main assets of Party B, and such litigation,
arbitration, or criminal and administrative penalties won’t occur during the
execution of this contract. If happens, Party B shall notify Party A
immediately; 

9.8 Party B shall strictly conform to the national laws and
regulations in management, develop all businesses strictly based on the business
scope stipulated in the “Business License for Legal Person” of Party B, and go
through the registration procedures of annual inspection of the enterprise
(legal person) in due time; 

9.9 Maintain or improve the current management level, ensure
the assets to keep and increase its value, shall not give up any matured claim,
and shall not handle the main current property for free or in other
inappropriate ways; 

9.10 Party B should ensure that its financial indicators shall
not lower than the following requirement during the loan term:

9.11 When both parties sign this contract, Party B hasn’t
caused any crucial events that influence Party B’s fulfillment of the
obligations under this contract.

Article 10 Withdrawal and use of the loan

10.1 The way of using the loan by Party B under this contract
is (Please check the box according to the real situation. Only one box can be
checked, and if not choose anyone, 10.1.2 will automatically be applied.).

[  ] 10.1.1 Self Payment

Self payment means that Party A issues the loan funds to Party
B’s account upon Party B’s withdrawal request, and then Party B may pay the loan
to the its counterparty who is subject to the stipulated loan usage at its own
will; 

[  ] 10.1.2 Entrusted payment 

Entrusted payment means that Party A pay the loan funds to
Party B’s counterparty who is subject to the stipulated loan usage through Party
B’s account an based on the loan withdrawal request an payment entrustment.








In the case of adopting entrusted payment, after the loan issuing, Party B shall get Party A’s approval when pay the loan to external parties and Party B shall not evade the supervision of Party A by using the methods of online banking, the
check for transfer to transfer funds at the bank issuing the check, breaking down into elements and so on.


[ ]10.1.3 Combination of self payment and entrusted payment


In the case of adopting this item, if at the time of loan withdrawal by Party B, the single payment amount Party B plans to make to the same beneficiary is over or equal to RMB 10,000,000 (or foreign currency of the same value), the entrusted
payment must be adopted according to the stipulation in 10.1.2; if at the time of loan withdrawal by Party B, the single payment amount Party B plans to make to the same beneficiary is less than the above amount, the self payment stipulated in
10.1.1 shall be automatically applies.


10.2 Party B should submit Party A the “Withdrawal Application”, receipt for the loan and the materials that Party A asks Party B to provide depends on the different requirements of self payment and entrusted payment. Or else, Party A
has the right to refuse the request of loan withdrawal of Party B.


10.3 After receiving the above-mentioned documents, if Party A agrees to issue the loan after auditing, issues such as the actual issuing date, term, amount, etc. of each loan funds that has been withdrawn shall be recorded in detail on the receipt
for the loan.


If entrusted payment is adopted, Party B shall authorize Party A to make the payment to the counterparty of Party B through Party B’s account on the very day of loan issuing (or the first working day after the loan issuing day).


Article 11 Paying off in advance


11.1 Party B may apply for paying off the loan in advance, but should get approval from Party A;


11.2 If Party B repay the loan in advance, the interest rate shall also be calculated according to the method stipulated in this contract.


Article 12 Loan extension


If Party B fails to repay the loan under this contract and asks for loan extension, it should submit a written application to Party A one month before the expiration of this contract. If Party A agrees to the loan extension, both parties shall sign
the loan extension agreement separately. If Party A doesn’t agree to the loan extension, this contract shall still be in force. Party B shall repay the loan funds it has already taken up and the interest payable according to the stipulations
in this contract. 


Article 13 Expenses


13.1 Loan processing fee: Within _/_ day(s) from the contract date, Party B shall pay Party A at one time the loan processing fee, which is _/_% of the loan amount stipulated in Article 2 (including the total of local and foreign currency).


13.2 Party B shall make payment for the expenses incurred due to credit investigation, examination and notarization, etc. related to this contract, and make payment for the attorney fee, litigation cost and travel cost, etc. Party A paid for
realizing the creditor’s right in the case that Party B fails to repay on time the principal and the interest of the loan under this contract and repay the accrued expenses. And Party B authorizes Party A to deduct such repayment directly from
its bank account. If there is not enough amount of funds in its bank account, Party B promises to pay off in full after receives Party A’s notification, without the need of any certification provided by Party A.


[  ]Article 14 Dedicated account of the loan (Please check the box to indicate the stipulation in this article is applicable.).


14.1 The issuing and external payment of all the loan funds under this contract must be performed through the following account.


Specific information of this account is as follows:






Account Name: ______________/____________________; 
Account
No.: ______________________/______________; 
Account-opening Bank:
_____________/_______________.

14.2 If entrusted payment is adopted, when necessary Party A
may have the right to limit the off-counter payments (such as the online
banking, phone banking, etc.) and exchange through the above account.

Article 15 Supervision of the status of capital-returning of
Party B

15.1 After this contract comes into force and before Party B
pays off all the financing debt, both partied agree to designate the following
accounts as the capital-returning bank for Party B: 
Account Name: Qian Xi
Nan Aosen Forestry Company, Limited 
Account No.: 851900004010306

Account-opening Bank: China Merchant Bank Co., Ltd. Guiyang Branch


15.2 The supervision requirement of this account is as follows:
__________________
Party A has the right to call in the loan in advance based
on the capital-returning status of Party B, that is when this account has
returned capital, the loan which is correspondingly of the same amount as this
sum of returned capital may be regarded as expires in advance, and Party A has
the right to deduct directly this sum of returned capital from this account to
repay the loan; 

15.3 If entrusted payment is adopted, when necessary Party A may
  have the right to limit the off-counter payments (such as the online banking,
  phone banking, etc.) and exchange through the above account.

15.4 Party B should provide quarterly the status of capital in
and off the above account, and cooperate Party A in supervise the relevant
accounts and returned capital.

Article 16 Event of Default and measures taken

16.1 If one of the following circumstances exists, Party B
shall be deemed as breaching the contract: 

16.1.1 Party B violates the stipulations in 7.2.1 of this
contract, provides false information for Party A or conceals the important
truth, doesn’t cooperate with Party A in investigation, review and check, and
still doesn’t make the corrections within the time limit even if Party A asks it
to; 

16.1.2 Party B violates the stipulations in 7.2.2 of this
contract, doesn’t accept or avoid Party A’s supervision of its credit fund and
relevant production and management and financial activities; 

16.1.3 Party B violates the stipulations in 7.2.3 of this
contract, fails to use the loan according to the purpose stipulated in this
contract, or fails to conform to the Party A’s requirements on fund payment
management and report; 

16.1.4 Party B violates the stipulations in 7.2.4 of this
contract, fails to repay fully the principal and the interest of the loan on
time according to the stipulations in this contract; 

16.1.5 Party B violates the stipulations in 7.2.5 of this
contract, arbitrarily transfer the debt under this contract to the third party;
or violates the stipulations in 7.2.7 of this contract, delays in managing and
claiming the matured claim, or handle the main current property for free or in
other inappropriate ways; 

16.1.6 Party violates the stipulations in 7.2.6 of this
contract, and doesn’t inform Party A timely in the events referred to in 7.2.6;
or doesn’t cooperate when Party A is informed of such event happens and asks
Party B to strengthen the protective measures of loan repayment under this
contract; or Party A believes such behavior influence the safe calling in of the
loan; 

16.1.7 Party violates the stipulations in 7.2.8 of this
contract, and doesn’t get Party A’s approval in the case of the crucial events
referred to in 7.2.8; 

16.1.8 Party violates the stipulations in 9.1, 9.2, 9.6 or 9.3,
9.4, 9.5, 9.7, 9.8, 9.9, 9.10 and 9.11 of this contract, and doesn’t make timely
corrections according to Party A’s requirements; 

16.1.9 Party B fails to withdraw or use the loan according to
Article 10 of this contract, or Party B violates the stipulations in Article 15
of this contract, failing to use the funds in capital-returning account
according to Party A’s requirement, or doesn’t accept Party A’s supervision, or
doesn’t make corrections timely in accordance with Party A’s request.




16.1.10 Party B caused significant events of default under the
legal and effective contract with its other creditor, and such events fail to be
solved successfully within three months from the day of breach of the
contract.

The above significant events of default means Party B’s breach
of contract causes that its creditor has the right to claim reimbursement of
over RBM _______ 10,000 yuan.

16.1.11 Party B violated other obligations stipulated in this
contract, or based on Party A’s reasonable judgment, the credit status of Party
B goes down or other conditions occur which may influence Party A realize the
creditor’s right; 

16.1.12 Party B caused the conditions which may influence the
lawful rights and interests of Party A, and for which Party A can reasonably
believe so.

16.2 If one of the following circumstances exists, and Party A
thinks this may influence the guarantee ability of the guarantor, asks the
guarantor to eliminate the bad influence caused by this, or asks Party B to
increase or change guarantee conditions, the guarantor and Party B don’t
cooperate, and then such behavior shall be deemed as breach of contract: 

16.2.1 If any of the events referred to in 7.2.6, 7.2.7 and
7.2.8 of this contract happens; 

16.2.2 Conceal the actual guarantee ability or hasn’t got the
authorization of the competent authorities when issuing the irrevocable
guaranty; 

16.2.3 Hasn’t gone through the registration procedures of the
annual inspection on time; 

16.2.4 Delay in managing and claiming the matured claim, or
handle the main current property for free or in other inappropriate ways.

16.3 If the mortgagor (pledger) has one of the following
situations, and Party A thinks this may violate the establishment of mortgage
(pledge) or make mortgage object (pledge) short of value, asks the mortgagor
(pledger) to eliminate the bad influence caused by this, or asks Party B to
increase or change guarantee conditions, the guarantor and Party B don’t agree:


16.3.1 Hasn’t the ownership of or the disposing right to
mortgage object (pledge), or the ownership dispute exists; 

16.3.2 Conceal the fact that mortgage object (pledge) is in
common, rent, sealed up and supervised, or is subject to legal priority over the
mortgage; 

16.3.3 The mortgagor arbitrarily transfer, rent, remortgage or
deal with mortgage object in other ways without getting Party A’s approval; 

16.3.4 The mortgagor doesn’t properly keep, maintain or repair
mortgage object, causing its value going down obviously; or the mortgagor’s
behavior directly influence mortgage object, causing its value decreasing; or
the mortgagor doesn’t insure mortgage object according to Party A’s requirement
during the mortgage period; 

16.3.5 The mortgage object is or may be collected or removed;
or other events exist which may influence the value of the mortgage object or
influence the mortgage right of Party A.

16.4 If any of the events of default referred to in 16.1, 16.2,
and 16.3 happens, Party A has the right to take the following measures at the
same time or separately: 

16.4.1 Change the entrusted payment condition of the loan fund,
and cancel Party B’s right to use the loan by “self payment”; 

16.4.2 Stop issuing the loan which Party B hasn’t used; 

16.4.3 Call in the issued principal and interest of the loan
and relevant expenses; 

16.4.4 Directly deduct the deposit in the settlement account or
other account of Party B, an entrust the other organizations of China Merchants
Bank to deduct Party B’s deposit there, in order to pay off the whole debt of
Party B under this contract;




16.4.5 Claim according to Article 19 of this contract.

Article 17 Modification and cancellation of the
contract

This contract can be modified or cancelled through mutual
agreement and concluded written agreement between Party A and Party B. This
contract is still effective before reaching the written agreement. Neither party
shall modify, alter or cancel this contract alone.

Article 18 Miscellaneous

18.1 Situation change and force majeure

18.1.1 If changes of the applicable laws and policies cause
that the lending activity of Party A under this contract becomes illegal, Party
A has the right to terminate this contract, announce all the issued loan expire
in advance and Party B should immediately repay the loan according to Party A’s
requirement.

18.1.2 If changes of the applicable law and policy requirements
cause new added cost to Party A to fulfill the loan obligation under this
contract, Party B shall compensate the new added cost in accordance with Party
A’s request.

18.1.3 In the course of executing this agreement, one party or
both party who suffer from force majeure shall not bear any responsibility for
the other party’s damage, but the affected party shall inform the other party at
once and take reasonable steps to prevent further loss, or the party shall bear
responsibility for the other party on the extending damage.

18.2 Non-waiver Agreement

Failure or delay on the part of Party A to exercise any right,
power or privilege under this agreement shall not operate as a waiver thertof,
nor shall any single or partial exercise of any right, power or privilege
further exercise thereof or exercise of any other right, power or privilege. A
waiver by Party A at any time of a breach of any term or provision of this
agreement committed by Party B shall not be construed as a waiver by such party
of any subsequent breach to be committed by Party B, nor shall it be construed
as a waiver by such party of its rights under such provision or any of its other
rights under this agreement.

18.3 Severability

If any portion, term or provision of this agreement shall be
held illegal, void or ineffective, Party B shall still fulfill its obligations.
If the abovementioned case occurs, party A has the right to terminate the
contract, and repay the principal and the interest of the loan and all the other
relevant expenses at once.

18.4 Notice

For both Party A and Party B, all the notices, demands and
other documents which are related with this contract shall be in written form.
If delivered personally, it is regarded as the personal service only when the
recipient sign (if refused by the recipient, it’s regarded as service on the
refusing day); if delivered by mail, it is regarded as service after 7 days from
the date of postage; if delivered by fax, it is regarded as service when the fax
system of the recipient receive it. If Party A informs Party B of transferring
the creditor’s right or urges party B to repay the loan by notification through
the public media, it’s regarded as service from the day of notifying. 

Address of Party A 
Address of Party B

If either party changes the contact address, it shall inform
the other party timely, or else shall be responsible for possible lose due to
this.

18.5 The receipt for the loan and the written supplementary
agreement that are concluded between Party A and Party B through consensus on
the unaccomplished matters and changed issued under this contract shall be
regarded as the attachment of this contract, and shall be an integral part of
this contract.

	18.6 	 
	 	 
	18.7 	 
	 	 
	18.8 	 







Article 19 Applicable laws and settlement of
disputes

19.1 The law of the People's Republic of China applies to the
conclusion and interpretation of this contract and settlement of the disputes.
The interests of both Party A and B are protected by the law of the People's
Republic of China.

19.2 Both parties will solve the disputes arising from
execution of the contract through friendly consultation. In case the agreement
cannot be reached, either party may (Choose one from three items below, checking
the box):

	[x]19.2.1 submit the dispute to the people’s court at where
      Party A is located. Or 
	 
	[  ]19.2.2 submit for arbitration to ______________
      arbitration committee. 
	 
	[  ]19.2.3 submit to (If choose this item, choose one from
      the two options below, checking the box): 
	 
	               
         [  ]China International Economic and Trade Arbitration
      Commission 
	 
	               
         [  ]____ Branch of China International Economic and Trade
      Arbitration Commission 


Arbitration shall be performed according to the arbitration
rules of financial dispute.

19.3 After both parties have gone through the formalities to
have this contract rendered enforceable by the notary public, Party A may apply
to the people’s court that has the jurisdiction for compulsory execution, in
order to claim the matured debt of Party B under this contract.

Article 20 Effectiveness of the contract

This contract shall come into force when signed (sealed with
name) and affixed with the company seal/contract seal by the legal
representatives (principals) or authorized agents of both parties. And shall
become ineffective automatically from the day when the entire principal and the
interest of the loan and all other related costs are paid off.

Article 21 Annexes

This contract shall be made in 3 triplicates, which have
the same legal effect. Party A, Party B and mortgage institution
will hold one each.

Special Instructions:

All articles in this contract are fully consulted by the
parties. Party A has informed Party B to specially notice the articles that are
relevant with cancelling or limiting Party A’s liability, Party A having some
one-sided rights, increasing Party B’s liability or limiting Party B’s right,
and has asked Party B to have full and accurate understanding of such articles.
On demand of Party B, Party A has made corresponding explanations to the above
articles. Both contracting parties have the same understanding of
the articles in this contract.

 

	Party A: China Merchant Bank Co., Ltd.,
      Guiyang Branch (seal) 
Principal or authorized agent (signature or seal
      with name): Zhang Qingdian	  
Feb.
      25, 2011




	Party B: Qian Xi Nan Aosen Forestry Company, Limited (seal)
    
	Legal representative / principal or authorized agent
      (signature or seal with name): Bai Yulu 
	  
	Date of Signature: Feb. 25, 2011