Genex Pharmaceutical Inc.: Exhibit 10.4 - Prepared by TNT Filings Inc.




  




Exhibit 10.4


Trust Loan contract 

Contract No 77012007280040 

Lender: Tianjin Branch, Shanghai Pudong Development Bank 

Address: Binshui Road, Hexi District, Tianjin 

Borrower: Tianjin Zhongjin Biological Development Co. 

Address: 

 

Whereas, the trustor, Mr. Song Fuzhi ("trustor") entrusts the lender to issue
trust loan ("Trust loan trust agreement"/"trust loan fund general agreement" No.
77012007280040 ), and the borrower, Tianjin Zhongjin Biological Development
Co.("borrower") intends to applies loans. The three parties hereof reach the
following agreement after consultation on the basis of fairness. 

I. Trust and Representation 

1.1 The trustor entrusts the lender to issue loans, and the lender has
accepted the trust. The lender issues trusted loans to the borrower under this
agreement according to the trust instructions of the trustor, and the trustor is
committed to take the responsibilities of usage and repayment of the loans of
the borrower. 

II. Loans 

2.1 The loans under this agreement refers to loans in RMB currency, the type
of loan is trust loans. 

2.2 The amount of loans under this agreement is 4.2 million yuan RMB. 

2.3 The term of the loans under this agreement is one year, that is, from
Jan. 24, 2007 to Jan. 23, 2008. 

2.4 The interest rate of the loans under this agreement is 9%. The usage of
the loans under this agreement is the project of "Scale-production of guided
bone biological medical active material", the loans cannot be used for any other
purposes. 

III. Loan interests 

3.1 The interest of the loans under this agreement will be calculated on the
basis of 360 days a year. The interest will be calculated starting from the date
of the loan issuance, according to actual amount of issued loans and number of
days for the loans (the date of interest payment shall include the date of last
loan repayment ). 




3.2 During the term of the loans, in case there is the need to adjust the
interest rate of the loans, the trustor and lender shall consult to reach a
common agreement, and issue a "Notice of adjustment of interest rate of the
trusted loans" to the borrower to implement the change. 

3.3 If the agreed upon interest rate under this agreement is calculated on
certain level interest rate of a bank, or based on certain level of floating
rate of a bank, and the actual days for the usage of the loans are under the
standard term of such levels, the calculation shall still be based on the agreed
upon interest rate under this agreement. Unless there are otherwise agreed upon
between the trustor and the borrower, when the loans are extended, and the
accumulated loans reached a new level of interest rate, the interest shall be
calculated on the basis of the new level interest rate or the floating interest
rate of such level. 

3.4 The method of payment of the interests of the loans under this agreement
shall be one of the following: (choose one of the following) 

(YES) 3.4.1 Payment by quarters, the date of interest payment shall be the 20th
of the third month of the quarter; 

(N/A) 3.4.2 Payment by months. 

(N/A) 3.4.3 One-time payment when the term of the loans expires. 

(N/A) 3.4.4 Payment in installment. 

3.5 The borrower now authorizes the lender to collect by wire due interest
repayment from the savings account of the borrower’s bank directly. 

IV. Issuance of the Loans 

4.1 In case the following requirements are satisfied, the lender will issue
loans to the borrower: 

(1) Fill in the "Application of Trusted loan form"
and other related loan documents; 

(2) Show effective personal identification; 

(3) Meet other requirement of loans such as related
approval, registration, notary public and filing procedures; 

(4) If there is any guarantee of the loans, the
guarantee contract shall be effective; 

(5) The issuance of the loans of the time is
identical with "Notice of issuance of the trusted loans" or related contents and
conditions under this agreement; 

(6) If the trusted loans are used for investment of
fixed assets, documents to ensure that such projects have been approved
according to required approval procedures, and have been listed in the State or
local fixed assets investment plan, should have been presented. 

(7) Other documents and materials required by the
lender have been presented. 




4.2 The borrower collect loans according to the following schedule and
methods from the lender: (choose one of the following) 

(YES) 4.2.1 The borrower process one time loan collection procedures on Jan.
24, 2007 from the lender. 

(N/A) The loans are collected according to the following schedule, the
procedures shall be conducted three working days before the date of the
collection: 


	

    Date of loan collection in installment	 	Amount of collected
    loans	 
	 	 	 	 	 
	Date	 	 	 	 
	 	 	 	 	 
	Date	 	 	 	 
	 	 	 	 	 
	Date	 	 	 	 
	 	 	 	 	 
	Date	 	 	 	 
	 	 	 	 	 
	Date	 	 	 	 



4.3 The lender shall issue the loans on time after the borrower fulfill all
collection procedures. 

4.4 The borrower shall collect full amount of loans according to the above
4.2 schedule. 

V. Repayment of the loans 

5.1 The borrower shall make all repayment of the loans and
interests on the date by the end of the loan term. If there is a schedule of
repayment, the loans shall be repaid strictly according to such a schedule. 

5.2 The borrower will repay the loans in full amount according to the
following schedule: (choose on of the following) 

(                
) 5.2.1 Repayment of all loans on the date of the end of the loan term; 

(                
) 5.2.2 The loans will be repaid in _____ installments, the schedule is: 


	

    Date of loan collection in installment	 	Amount of collected
    loans	 
	 	 	 	 	 
	Date	 	 	 	 
	 	 	 	 	 
	Date	 	 	 	 
	 	 	 	 	 
	Date	 	 	 	 
	 	 	 	 	 
	Date	 	 	 	 
	 	 	 	 	 
	Date	 	 	 	 


 




5.3 The borrower now authorizes the lender to collect by wire due loan
repayment from the savings account of the borrower’s bank directly. 

VI. Repayment in advance and loan extension 

6.1 If the borrower asks to repay the loans in advance, the borrower shall
obtain prior consent from the trustor and the lender. The borrower shall present
written application to the lender ten days before the planned repayment in
advance. The lender will handle such repayment procedures according to written
notice from the trustor. 

6.2 If the borrower asks for an extension of the loans, the borrower shall
obtain prior consent from the trustor and the lender. The borrower shall present
written application to the lender ten days before the term of the loans expires.
The lender will handle such extension procedures according to written notice
from the trustor. 

VII. Loan guarantee 

7.1 The trustor may require the lender to provide guarantee for the loans
under this agreement, such guarantee shall be accepted by the trustor, and a
separate guarantee contract shall be executed. 

7.2 The guarantee contract shall be effective after the signatures of the
trustor, the lender and the guarantor. If the date of the guarantee contract is
prior to the loan agreement, the guarantee contract and the loan agreement will
be both effective on the date of the loan agreement. 

VIII. Evidence of debt 

8.1 The effective evidence of debt owned by the borrower under this agreement
will be the accountant bill issued by the lender according to business operation
procedures. 

8.2 The trustor acknowledges that the effective evidence of
debt owned by the borrower under this agreement will be the accountant bill
issued by the lender according to business operation procedures. 

IX. Loan management 

9.1 After the issuance of loans under this agreement, the management of the
loans will be the responsibility of the trustor, and it is solely depends on the
trustor if such management will be carried out, and the lender shall have no
responsibility to the effectiveness of such management, and such management
itself. 

9.2 During the effective term of this agreement, the trustor shall have the
right to monitor the use of the loans, and the borrower shall provide
information, documents, materials and assistance directly to the trustor as
required. 

9.3 During the term of the loan, if the borrower becomes bankrupt, have its
business license cancelled and business stopped, becomes dissolved, encounters
severe loss of assets because of poor
operation, or there are major change or adjustment of financial system,
management system and key personnel, the borrower shall inform the trustor
promptly. 




X. Violation and resolution 

10.1 In case the borrower fails to use the loan for the purposes as
stipulated in this agreement, the trustor is entitled to require the lender to
stop issuing the loans, retrieve all or part of the issued loans in advance, and
impose 1% of punitive fee for the amount of violation loans. 

10.2 During the term of the loan, if the borrower fails to make payment to
the loan interest as agreed upon, the trustor is entitled to require the lender
to impose punitive interest for the amount of the delayed payment. 

10.3 In case the borrower violates terms of Item 9.3 of this agreement, it
shall pay a violation fee of _______yuan of RMB. 

10.4 In case the borrower fails to repay the loan and the interest as agreed
upon, the trustor is entitled to demand repayment, and impose ______yuan of RMB
as punitive fee, and the trustor is entitled to press the guarantor for payment
.. 

10.5 During the term of the loans, if the borrower becomes bankrupt, have its
business license cancelled and business stopped, becomes dissolved, encounters
severe loss of assets because of poor operation, intentionally evade loan
repayment, or other conditions occur that severely threat the safety of the
loans, the lender may retrieve the loans in advance or take other measures, as
instructed by the trustor. 

10.6 Under such situations described above, the trustor is entitled to
require the lender to directly retrieve by wire due loans and interests
(including punitive interests) and punitive fees from the bank account of the
borrower. 

10.7 The lender has no obligations to take any trover and
conservatory measures alone for the violation of the borrower. Since loan
management and repayment under this agreement are the responsibilities of the
trustor, the trustor shall inform the lender any violation of the borrower, and
the lender has no obligation to issue any notice to the trustor. 

XI. Other issues 

11.1 After the execution of this agreement, any modification and termination
must be agreed upon by the three involved parties, unless otherwise stipulated
by law or specifically indicated in the agreement. 

11.2 This agreement becomes effective upon signatures of the legal persons or
their respective authorized representatives and upon official seals of the three
parties are put on the agreement. The agreement terminates automatically when
all loans are repaid. If the trustor is not a legal person entity, the agreement
shall be signed by a major person in charge or authorized representative, if an
involved party is an individual person, the person shall sign his/her name
identical to his/her effective identification. 




11.3 After the agreement becomes effective, it shall be notarized with a
mandatory enforcement effect, if requested by the trustor. 

11.4 This agreement is governed by the laws of the People’s Republic of
China, any disputes arising from or of the nature of this agreement shall be
resolved in a People’s court with jurisdiction where the involved party
operates. 

11.5 The guarantee contract, the trusted loan application of the borrower,
the "Notice of issuance of the trusted loan" by the trustor, and other related
documents and materials provided by the borrower and trustor constitute
inseparable parts of this agreement. 

11.6 This agreement has three original copies, each party keeps one copy, and
there will be several copies of the same agreement for examination. 

In witness, this agreement is executed by the three parties
who have no questions concerning all of the terms expressed in the agreement,
and the parties have sufficient understanding about the legal meanings of the
parties’ rights, obligations and responsibilities. 

 

 

The trustor (seal) 

Legal person (major person in charge or authorized representative) 

Signature or seal 

 

 

The lender (seal) 

Legal person (or authorized representative) 

Signature or seal 

 

 

The borrower (seal) 

Legal person (or authorized representative) 

Signature or seal 

Date:___________ 






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