UNOFFICIAL
      SUMMARY TRANSLATION











**FORM
      OF**




**WORKING
      CAPITAL LOAN AGREEMENT**




[
      DATE
      ]
























**Table
      of Contents**


Page
                No.Item
                1 Type of Loan
            
            
            3Item
                2 Purpose of Loan
            
            
            3Item
                3 Loan Amount and Term
            
            
            3Item
                4 Interest Rate and Interest Computation
            
            
            3Item
                5 Source and Method of Repayment
            
            
            4Item
                6 Guarantee
            
            
            5Item
                7 Rights and Obligations of Two Parties
            
            
            5Item
                8 Liability of Breach of Contract
            
            
            7Item
                9 Effectiveness, Modification, Cancellation and Termination of the
                Contract
            
            
            8Item
                10 Resolution of Disputes
            
            
            9Item
                11 Other Matters of Mutual Agreement
            
            
            9Item
                12 Exhibits
            
            
            10













**WORKING
      CAPITAL LOAN AGREEMENT**




Contract
      No: Year  No.




**Borrower
      (Party A):**  Beihai
      Hi-Tech Wealth Technology Development Co. , Ltd.




**Address:** Industrial Park, Beihai




**Legal
      Representative:** Li
      Ming




**Lender
      (Party B):** [
      Bank ]




**Address:**




**Legal
      Representative:**




Party
      A
      is applying for loan from Party B for the purpose according to Item 2.1 in
      this
      contract. Party B has agreed to lend the loan to Party A. In order to clarify
      the rights and obligations of the two parties, Party A and Party B conclude
      this
      contract after equal consultation in accordance with “Contract Law”, “Loan
      Regulations” and other relevant laws and regulations.




**Item
      1** **Type
      of Loan**




1.1  The
      loan
      hereunder is working capital loanømiddle or short-term÷.




**Item
      2** **Purpose
      of Loan**




2.1  The
      purpose of the loan hereunder is for purchasing of .




2.2  Party
      A
      shall not modify the purpose of this loan without written consent of Party
      B.




**Item
      3** **Loan
      Amount and Term**




3.1  The
      loan
      amount is Renminbi  (RMB )




3.2  The
      loan
      term hereunder is  months,
      from  to  .




3.3  Party
      A
      shall make one withdrawal according to item 3.2. Under special circumstances,
      the withdrawal can be made 5 days
      earlier or later with the written consent of Party B. The actual date of
      withdrawal is based on the date of the borrowing receipt of Party A and Party
      B.
      Borrowing receipt or loan withdrawal proof is a non-separable part of this
      contract. Except for the withdrawal date, other matters shall be based on this
      contract if they are different from this contract.




**Item
      4** **Interest
      Rate and Interest Computation**




4.1  Interests
      are computed daily rate based on the actual number of days (daily interest
      rate
      = annual interest rate/360) after the actual date of withdrawal. Interest
      payment is made  and the
      interest payment day is __ of each
      month. If the interest payment day is on the non-working day of bank, the
      interest payment will be made on the next bank working day. All interests shall
      be paid when the loan is due.


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4.2  The
      loan
      interest rate hereunder is determined according to item .




4.2.1  The
      annual interest rate is ___ fixed
      and no adjustment will be made during the term of the contract;




4.2.2  The
      interest rate hereunder is  the
      prime
      rate of the People Bank of China for the same type of loan. The interest rate
      is
      adjusted  per
      period. One period is one year.
      The time to determine the interest rate of the first period is the contract
      effective date. According to the prime rate of the People Bank of China for
      the
      same type of loan at the contract effective date and the floating range agreed
      upon by both parties, Party B decides the interest rate of the current period
      is ______% per
      annum. The time to determine the interest rates of the second and future periods
      are the corresponding dates to the contract effective date. Party B will decide
      the interest rate for the period according to the prime rate of the People
      Bank
      of China for the same type of loan at the corresponding date to the contract
      effective date and the floating range agreed upon by both parties. If there
      is
      no corresponding date to the contract effective date, the last day of the month
      will be the corresponding date.




For
      installment withdrawal, the interest rate is the interest rate of the period
      based on the contract effective date or the corresponding date to the contract
      effective date and will be adjusted next period at the corresponding date to
      the
      contract effective date.




The
      corresponding date to the contract effective date is one period after the
      contract effective date, for example, if the contract effective date is May
      9,
      the corresponding date of the second period is June 9 if the period is one
      month; and the corresponding date of the second period is August 9 if the period
      is one quarter; and the corresponding date of the second period is May 9 the
      next year if the period is one year.




4.2.3  Other
      method: ___




Party
      B
      will send a written notice to Party A within 30 days for the change of interest
      rate. The execution is not affected whether the notice is received by Party
      A or
      not.




4.3  If
      the
      Bank of China changes the interest rate or the method to determine the interest
      rate, the interest rate will be determined by the rules of Bank of
      China.




**Item
      5** **Source
      and Method of Repayment**




5.1  The
      source of repayment of Party A for the loan principal amount hereunder is from
      but not limited to:




5.1.1  Sales
      revenue and operating income




5.1.2  Other
      income.


4









5.2  If
      there
      is any restrictions caused by other agreements on Party A for the repayment
      of
      loan, those agreements shall not influence Party A’s obligation of loan
      repayment under this contract. Under no circumstance shall Party A use item
      5.1
      to refuse to fulfill its obligation to repay the loan under this
      contract.




5.3  Party
      A
      shall pay the full interest amount timely according to the contract and repay
      the principal amount according to the agreement in item _____.




5.3.1  One
      repayment, Party A shall make one repayment for the total principal amount
      on ;




5.3.2  Installment
      Payment, the repayment amounts and the dates are as follows:




5.3.2.1 ___ Year ___ Month ___ Date,
      Amount ___ ;




5.3.2.2 ___ Year ___ Month ___ Date,
      Amount ___ ;




5.3.2.3 ___ Year ___ Month ___ Date,
      Amount ___ ;




5.3.2.4 ___ Year ___ Month ___ Date,
      Amount ___ ;




5.3.2.5 ___ Year ___ Month ___ Date,
      Amount ___ ;




5.4  Party
      A
      shall prepare enough fund for Party B’s account for the accrued interest of the
      period or principal amount before the interest date and principal repayment
      date
      according to the contract and authorize Party B to transfer fund from Party
      A’s
      account on the date of interest payment and principal repayment.




**Item
      6** **Guarantee**




6.1  The
      method of guarantee hereunder is mortgage.




6.2  Party
      A
      has the obligation to assist Party B to enter into a Guarantee Agreement  between
      Party B and the Guarantor.




6.3  If
      the
      guarantee hereunder has changes not favorable to Party B, Party A shall provide
      other satisfactory guarantee upon Party B’s notice.




**Item
      7** **Rights
      and Obligations of Two Parties**




7.1  Rights
      and obligations of Party A:




7.1.1  withdraw
      and use the loan proceeds according to the purpose and term of the
      contract;




7.1.2  Upon
      Party B’s consent, Party A can make earlier repayment and shall compensate the
      anticipated loss and other expenses of Party B;


5









7.1.3  Shall
      be
      responsible for the truth, accuracy and completeness of the documents provided
      during the investigation;




7.1.4  Accept
      voluntarily the investigation, understanding and supervision of Party B for
      the
      use of the loan;




7.1.5  Assist
      Party B actively for the investigation, understanding and supervision of the
      production, management and financial information, and has obligation to provide
      to Party B the Income Statement, Balance Sheets and other relevant financial
      statements;




7.1.6  Repay
      the
      principal and interest of the loan according to the contract;




7.1.7  Be
      responsible for the related expenses hereunder, including but not limited to
      the
      expenses of notary, assessment, registration, etc;




7.1.8  Shall
      mail the return receipts within 3 days for the letters and documents sent by
      Party B;




7.1.9  If
      there are activities such as lease, business combination, business acquisition,
      joint-venture, spin-off, change of stocks, major assets transfer and other
      activities which affect Party B’s rights, Party A shall notify Party B at least
      30 days earlier and get Party B’s written approval. Otherwise, no such
      activities are allowed before the full repayment of all the
      debts.




7.1.10  Shall
      send written notice to Party B within 7 days for the changes of residence,
      mailing address, scope of business, legal representative and other business
      registration matters;




7.1.11  Shall
      send written notice to Party B immediately for the incidents which endanger
      its
      normal business and other incidents which affect adversely its repayment
      obligation, including but not limited to major business disputes, bankruptcy,
      deterioration of financial condition, etc.




7.1.12  If
      the
      business is stopped and terminated, Party A shall send written notice to Party
      B
      within 5 days after the occurrence of the incidents and promise to return the
      principal and interest amounts.




7.2  the
      rights and obligations of Party B:




7.2.1  Request
      Party A to provide all documents related to this loan;




7.2.2  Withdraw
      money from Party A’s account for principal, interests, compound interests,
      interest penalty and other fees which shall be paid by Party A, according to
      the
      agreement of this contract or laws and regulations;




7.2.3  has
      right to perform credit penalty, inform related government organizations, inform
      the media if Party A tries to avoid Party B’s supervision, not repay the
      principal and interests or other activities resulted from breach of
      contract;


6









7.2.4  provide
      the full loan amount each period to Party A according to the contract (excluding
      delay caused by Party A);




7.2.5  keep
      the
      information regarding Party A’s debts, finance, production and management
      confidential, excluding those agreed in this contract or required by laws and
      regulations.




**Item
      8** **Liability
      of Breach of Contract**




8.1  Party
      A
      and Party B shall fulfill the obligations in this contract after the contract
      comes into effect. Any Party shall be liable for breach of contract if it fails
      to fulfill or fully fulfill the obligations in the contract.




8.2  If
      Party
      A does not withdraw the loan according to item 3.3 in this contract, Party
      B has
      the right to receive daily late liquidation damage based on the contracted
      interest rate.




8.3  If
      Party
      B does not provide the loan according to item 3.3 in this contract, it will
      pay
      for the daily late liquidation damage based on the contracted interest
      rate.




8.4  If
      Party
      A prepays the loan in the contract without Party B’s written consent, Party B
      has the right to collect the interest based on the loan term and interest rate
      in this contract.




8.5  If
      Party
      A does not repay the principal of the loan and interest on the loan when the
      loan is due, Party B has the right to set a payment deadline. Party A will
      authorize Party B to collect all the fund in all Party A’s accounts in the
      Industrial and Commercial Bank of China to compensate for the debts in this
      contract. For the overdue loan, Party B will collect the penalty interest  above
      the contracted interest rate. And for the unpaid interest, Party B will collect
      the compound interest  above
      the contracted interest rate.




8.6  If
      Party
      A does not use the fund according to the purpose of the loan, Party B has the
      right to stop disbursement of the loan, has the right to collect part or all
      of
      the loan or cancel the contract. For the loan not used for the purpose of the
      contract, Party B will collect the penalty interest based on the days when
      the
      loan is not used according to the contract and  above
      the contracted interest rate. And for the unpaid interest, Party B will collect
      the compound interest based on  above
      the contracted interest rate.




8.7  For
      the
      interest not paid by Party A on the interest date during the loan term, compound
      interest will be collected according to the contracted interest rate. If the
      loan is overdue, compound interest will be calculated according to item
      8.5.




8.8  If
      situation described by 8.5 and 8.6 both exist, Party B will select to penalize
      the severe one, not both of them.




8.9  If
      Party
      A has one of the following activities, Party A shall correct its behavior and
      adopt satisfactory remedies within 7 days after notice from Party B. Otherwise,
      Party B has the right to take back part or all of the loans in advance and
      collect daily liquidation damages based on overdue interest
      rate.


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8.9.1  provide
      false or materially misstated balance sheets, income statement and other
      financial statements;




8.9.2  not
      assist or refuse the supervision of Party B for its use of the loan and
      activities of production, management and finance;




8.9.3  transfer
      or dispose or threaten to transfer or dispose its major assets;




8.9.4  major
      or
      all part of its assets are possessed by the creditors, taken by designated
      trustees or similar people or its assets are frozen, which may cause severe
      damage to Party B;




8.9.5  activities
      such as leasing, business combination, business acquisition, spin-off, stock
      change, transfer and activities which affect Party B’s rights and endanger the
      Party B’s interest as a creditor;




8.9.6  incidence
      such as change of residence, mailing address, business scope, legal
      representative, etc., or major investment outside the company which affect
      adversely or endanger Party B’s interest as a creditor;




8.9.7  major
      business dispute or deterioration of financial condition, etc. which affect
      adversely or endanger Party B’s interest as a creditor;




8.9.8  other
      activities or incidents which affect adversely or endanger Party B’s interest as
      a creditor;




Item
      9Effectiveness,
      Modification, Cancellation and Termination of the Contract




9.1  This
      contract shall come into effect on the date it is signed and stamped by Party
      A
      and Party B. If there is a guarantee, the contract shall come into effect after
      the guarantee contract comes into effect. The contract shall terminate on the
      date when the principal, interest, compound interest, penalty interest,
      liquidated damage and other fees are fully paid.




9.2  If
      one of
      the following circumstances occur, Party B has the right to cancel the contract
      and request Party A to prepay the principal and interest and compensate for
      the
      loss:




9.2.1  the
      business of Party A is stopped or terminated, the business license is suspended
      or stopped;




9.2.2  the
      guarantee of this contract has changes not favorable to Party B’s right as a
      creditor and Party A fails to provide new guarantee upon Party B’s
      request;


8









9.2.3  Party
      A
      does not repay the loan when it is due, does not use the loan for its contracted
      purpose, does not pay the interest or conducts other activities that are breach
      of contract.




9.3  If
      Party
      A requests the extension of the loan, Party A shall send the written application
      and the guarantor’s agreement of continuing its guarantee to Party B 30 days
      before the contract expires. Upon the approval of Party B and signing of the
      extension contract, the loan under the contract will be extended. Before the
      signing of the extension contract, this contract is still under
      performance.




9.4  After
      the
      contract comes into effect, neither Party A nor Party B can modify or cancel
      this contract by itself. If there is a need to modify or cancel this contract,
      Party A and Party B shall agree after consultations and come into written
      agreement. Before the written agreement is made, this contract is still under
      performance.




Item
      10Resolution
      of Disputes




10.1  Disputes
      arise from the performance of this contract shall be solved by consultation
      of
      Party A and Party B. If consultations are unsuccessful, resolution shall be
      made
      according to item 10.1.2;




10.1.1  Arbitrage
      by  ;




10.1.2  File
      lawsuit to the local court where Party B is located;




Item
      11Other
      Matters of Mutual Agreement




11.1  Party
      A
      shall disclose its related parties and related party transactions completely,
      accurately and in a timely manner. If Party A does not disclose the above
      information or Party A and its related parties have the following circumstances
      which may affect Party A adversely to fulfill its obligation under this
      contract, Party B has the right to adopt the remedies according to this contract
      or business regulations.




1)  the
      deterioration of finance conditions of Party A’s related parties;




2)  Party
      A
      and its related parties are under investigation of or penalized by legal, tax
      or
      business authorities;




3)  the
      relationship of controlling and being controlled is changed between Party A
      and
      its related parties;




4)  the
      related party of Party A is involved in or may be involved in major business
      disputes, lawsuits or arbitrations;




5)  the
      major
      investors, key managers of Party A have abnormal changes or are involved in
      illegal activities and are investigated by legal authorities or restricted
      of
      personal freedom;


9









6)  other
      incidents of the related parties of Party A which may affect Party A
      adversely.




According
      to “Corporate Accounting Standards- disclosure of related parties and related
      party transactions”, the related party refers to:




|1) | Companies
              which are directly or indirectly controlled by Party A, companies which
              directly or indirectly control Party A or companies, together with
              Party
              A, are controlled by one company;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2) | the
              co-operative company of Party A;
|-- | --------------------------------------------------



|3) | the
              joint-venture of Party A;
|-- | -------------------------------------------



|4) | the
              major investors, key managers or close family
              members;
|-- | --------------------------------------------------------------------------------------



|5) | Companies
              which are controlled by the major investors, key managers or close
              family
              members;
|-- | --------------------------------------------------------------------------------------------------------------------------------------



The
      other
      words used here have the same meaning as the same words used in “Corporate
      Accounting Standards- disclosure of related parties and related party
      transactions”.




11.2




11.3




11.4




Item
      12Exhibits




12.1  The
      exhibits in this contract are non-separable parts of the contract and have
      the
      same legal validity as the contract main part.




12.2  During
      the performance of the contract, if the withdraw date and the payment date
      are
      not on bank working days, they will be on the next bank working
      days.




12.3  There
      are three copies
      of the contract. One shall be held each by Party A, Party B and the , and
      shall have the same legal validity.




Party
                A (seal)
            Party
                B (seal)Legal
                Representative
            Responsible
                person[
                DATE ]
            [
                DATE ]







10