**EXHIBIT10.70****BUSINESS LOAN AGREEMENT**               **Principal** **Loan Date** **Maturity** **Loan No.** **Call/Coll** **Account** **Officer** **Initials****$17,800,000.00** **06-26-2007** **01-07-2008** **Line 111928** **510/0011** **111928** **PLL** **/s/ PL** References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan oritem.Any item above containing “***” has been omitted due to text length limitations.       **Borrower:** Syntax Groups Corporation **Lender:** Preferred Bank  Syntax Corporation   City of Industry Office  20480 E. Business Parkway   17515 Colima Road  City of Industry, CA 91789   City of Industry, CA 91748**THIS BUSINESS LOAN AGREEMENT dated June 26, 2007, is made and executed between Syntax GroupsCorporation and Syntax Corporation (“Borrower”) and Preferred Bank (“Lender”) on the followingterms and conditions. Borrower has received prior commercial loans from Lender or has applied toLender for a commercial loan or loans or other financial accommodations, including those which maybe described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understandsand agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying uponBorrower’s representations, warranties, and agreements as set forth in this Agreement; (B) thegranting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’ssole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms andconditions of this Agreement.****TERM**. This Agreement shall be effective as of June 26, 2007, and shall continue in full force andeffect until such time as all of Borrower’s Loans in favor of Lender have been paid in full,including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, oruntil such time as the parties may agree in writing to terminate this Agreement.**CONDITIONS PRECEDENT TO EACH ADVANCE.**Lender’s obligation to make the initial Advance and eachsubsequent Advance under this Agreement shall be subject to the fulfillment to Lender’ssatisfaction of all of the conditions set forth in this Agreement and in the Related Documents.**Loan Documents.**Borrower shall provide to Lender the following documents for the Loan: (1)the Note; (2) Security Agreements granting to Lender security interests in the Collateral;(3) financing statements and all other documents perfecting Lender’s Security Interests; (4)evidence of insurance as required below; (5) together with all such Related Documents asLender may require for the Loan; all in form and substance satisfactory to Lender andLender’s counsel.**Borrower’s Authorization.**Borrower shall have provided in form and substance satisfactory toLender properly certified resolutions, duly authorizing the execution and delivery of thisAgreement, the Note and the Related Documents. In addition, Borrower shall have providedsuch other resolutions, authorizations, documents and instruments as Lender or its counsel,may require.**Payment of Fees and Expenses.**Borrower shall have paid to Lender all fees, charges, andother expenses which are then due and payable as specified in this Agreement or any RelatedDocument.**Representations and Warranties.**The representations and warranties set forth in thisAgreement, in the Related Documents, and in any document of certificate delivered to Lenderunder this Agreement are true and correct.**No Event of Default**. There shall not exist at the time of any Advance a condition whichwould constitute an Event of Default under this Agreement or under any Related Document.**REPRESENTATIONS AND WARRANTIES**. Borrower represents and warrants to Lender, as of the date of thisAgreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal,extension or modification of any Loan, and at all times any indebtedness exists:**Organization**. Syntax Groups Corporation is a corporation for profit which is, and at alltimes shall be, duly organized, validly existing, and in good standing under and by virtueof the laws of the State of California. Syntax Groups Corporation is duly authorized totransact business in all other states in which Syntax Groups Corporation is doing business,having obtained all necessary filing, governmental licenses
 

 
and approvals for each state inwhich Syntax Groups Corporation is doing business. Syntax Groups Corporation maintains anoffice at 20480 E. Business Parkway, City of Industry, CA 91789. Unless Syntax GroupsCorporation has designated otherwise in writing, the principal office is the office at whichSyntax Groups Corporation keeps its books and records including its records concerning theCollateral. Syntax Groups Corporation will notify Lender prior to any change in thelocation of Syntax Groups Corporation’s state of organization or any change in Syntax GroupsCorporation’s name.Syntax Corporation is a corporation for profit which is, and at all times shall be, dulyorganized, validly existing, and in good standing under any virtue of the laws of the Stateof Nevada. Syntax Corporation is duly authorized to transact business in all other statesin which Syntax Corporation is doing business, having obtained all necessary filings,governmental licenses and approvals for each state in which Syntax Corporation is doingbusiness. Syntax Corporation maintains an office at 20480 E. Business Parkway, City ofIndustry, CA 91789. Unless Syntax Corporation has designated otherwise in writing, theprincipal office is the office at which Syntax Corporation keeps its books and recordsincluding its records concerning the Collateral. Syntax Corporation will notify Lenderprior to any change in the location of Syntax Corporation’s state of organization or anychange in Syntax Corporation’s name.**Assumed Business Names.**Borrower has filed or recorded all documents or filings required bylaw relating to all assumed business names used by Borrower. Excluding the name ofBorrower, the following is a complete list of all assumed business names under whichBorrower does business: None.**Authorization.**Borrower’s execution, delivery, and performance of this Agreement and allthe Related Documents have been duly authorized by all necessary action by Borrower and donot conflict with, result in a violation of, or constitute a default under (1) any provisionof (a) Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreementor other instrument binding upon Borrower or (2) any law, governmental regulation, courtdecree, or order applicable to Borrower or to Borrower’s properties.**Properties.**Except as contemplated by this Agreement or as previously disclosed inBorrower’s financial statements or in writing to Lender and as accepted by Lender, andexcept for property tax liens for taxes not presently due and payable, Borrower owns and hasgood title to all of Borrower’s properties free and clear of all liens and securityinterests, and has not executed any security documents or financing statements relating tosuch properties. All of Borrower’s properties are titled in Borrower’s legal name, andBorrower has not used or filed a financing statement under any other name for at least thelast five (5) years.**AFFIRMATIVE COVENANTS.**Borrower covenants and agrees with Lender that, so long as this Agreementremains in effect, Borrower will:**Notices of Claims and Litigation.**Promptly inform Lender in writing of (1) all materialadverse changes in Borrower’s financial condition, and (2) all existing and all threatenedlitigation, claims, investigations, administrative proceedings or similar actions affectingBorrower or any Guarantor which could materially affect the financial condition of Borroweror the financial condition of any Guarantor.**Financial Records.**Maintain its books and records in accordance with accounting principlesacceptable to Lender, applied on a consistent basis, and permit Lender to examine and auditBorrower’s books and records at all reasonable times.**Financial Statements.**Furnish Lender with such financial statements and other relatedinformation at such frequencies and in such detail as Lender may reasonably request.**Loan Proceeds.**Use all Loan proceeds solely for Borrower’s business operations, unlessspecifically consented to the contrary by Lender in writing.**Taxes, Charges and Liens.**Pay and discharge when due all of its indebtedness andobligations, including without limitation all assessments, taxes, governmental charges,levies and liens, of every kind and nature, imposed upon Borrower or its properties, income,or profits, prior to the date on which penalties would attach, and all lawful claims that,if unpaid, might become a lien or charge upon any of Borrower’s properties, income, orprofits.**Performance.**Perform and comply, in a timely manner, with all terms, conditions, andprovisions set forth in this Agreement, in the Related Documents, and in all otherinstruments and agreements between
 

 
Borrower and Lender. Borrower shall notify Lenderimmediately in writing of any default in connection with any agreement.**Operations.**Maintain executive and management personnel with substantially the samequalifications and experience as the present executive and management personnel; providewritten notice to Lender of any change in executive and management personnel; conduct itsbusiness affairs in a reasonable and prudent manner.**Compliance with Governmental Requirements.**Comply with all laws, ordinances, andregulations, now or hereafter in effect, of all governmental authorities applicable to theconduct of Borrower’s properties, businesses and operations, and to the use or occupancy ofthe Collateral, including without limitation, the Americans With Disabilities Act. Borrowermay contest in good faith any such law, ordinance, or regulation and withhold complianceduring any proceeding, including appropriate appeals, so long as Borrower has notifiedLender in writing prior to doing so and so long as, in Lender’s sole opinion, Lender’sinterest in the Collateral are not jeopardized. Lender may require Borrower to postadequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’sinterest.**Inspection.**Permit employees or agents of Lender at any reasonable time to inspect any andall Collateral for the Loan or Loans and Borrower’s other properties and to examine or auditBorrower’s books, accounts, and records and to make copies and memoranda of Borrower’sbooks, accounts, and records. If Borrower now or at any time hereafter maintains anyrecords (including without limitation computer generated records and computer softwareprograms for the generation of such records) in the possession of a third party, Borrower,upon request of Lender, shall notify such party to permit Lender free access to such recordsat all reasonable times and to provide Lender with copies of any records it may request, allat Borrower’s expense.**RECOVERY OF ADDITIONAL COSTS.**If the imposition of or any change in any law, rule, regulation orguideline; or the interpretation or application of any thereof by any court or administrative orgovernmental authority (including any request or policy not having the force of law) shall impose,modify or make applicable any taxes (except federal, state or local income or franchise taxesimposed on Lender), reserve requirements, capital adequacy requirements or other obligations whichwould (A) increase the cost to Lender for extending or maintaining the credit facilities to whichthis Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or theRelated Documents, or (C) reduce the rate of return on Lender’s capital as a consequence ofLender’s obligations with respect to the credit facilities to which this Agreement relates, thenBorrower agrees to pay Lender such additional amounts as will compensate Lender therefor, withinfive (5) days after Lender’s written demand for such payment, which demand shall be accompanied byan explanation of such imposition or charge and a calculation in reasonable detail of theadditional amounts payable by Borrower, which explanation and calculations shall be conclusive inthe absence of manifest error.**LENDER’S EXPENDITURES**. If any action or proceeding is commenced that would materially affectLender’s interest in the Collateral or if Borrower fails to comply with any provision of thisAgreement or any Related Documents, including but not limited to Borrower’s failure to discharge orpay when due any amounts Borrower is required to discharge or pay under this Agreement or anyRelated Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any actionthat Lender deems appropriate on any Collateral and paying all costs for insuring, maintaining andpreserving any Collateral. All such expenditures incurred or paid by Lender for such purposes willthen bear interest at the rate charged under the Note from the date incurred or paid by Lender tothe date of repayment by Borrower. All such expenses will become a part of the Indebtedness and,at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and beapportioned among and be payable with any installment payments to become due during either (1) theterm of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treatedas a balloon payment which will be due and payable at the Note’s maturity.**NEGATIVE COVENANTS**. Borrower covenants and agrees with Lender that while this Agreement is ineffect, Borrower shall not, without the prior written consent of Lender:**Continuity of Operations**. (1) Engage in any business activities substantially differentthan those in which Borrower is presently engaged, (2) cease operations, liquidate, merge,transfer, acquire or consolidate with any other entity, change its name, dissolve ortransfer or sell Collateral out of the ordinary course of business, or (3) pay any dividendson Borrower’s stock (other than dividends payable in its stock), provided, however thatnotwithstanding the foregoing, but only so long as no Event of Default has occurred and iscontinuing or would result from the payment of dividends, if Borrower is a “Subchapter S
 

 
Corporation” (as defined in the Internal Revenue Code of 1986, as amended), Borrower may paycash dividends on its stock to its shareholders from time to time in amounts necessary toenable the shareholders to pay income taxes and make estimated income tax payments tosatisfy their liabilities under federal and state law which arise solely from their statusas Shareholders of a Subchapter S Corporation because of their ownership of shares ofBorrower’s Stock, or purchase or retire any of Borrower’s outstanding shares or alter oramend Borrower’s capital structure.**Agreements**. Borrower will not enter into any agreement containing any provisions whichwould be violated or breached by the performance of Borrower’s obligations under thisAgreement or in connection herewith.**CESSATION OF ADVANCES**. If Lender has made any commitment to make any Loan to Borrower, whetherunder this Agreement or under any other agreement, Lender shall have no obligation to make Loanadvances or to disburse Loan proceeds if: (A) Borrower or any guarantor is in default under theterms of this Agreement or any other agreement that Borrower or any guarantor has with Lender; (B)Borrower or any guarantor dies, becomes incompetent or becomes insolvent, files a petition inbankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adversechange in Borrower’s financial condition, in the financial condition of any guarantor, or in thevalue of any collateral securing any Loan; or (D) any guarantor seeks, claims or otherwise attemptsto limit, modify or revoke such guarantor’s guaranty of the Loan or any other loan with Lender; or(E) Lender in good faith deems itself insecure, even though no Event of Default shall haveoccurred.**DEFAULT**. Each of the following shall constitute an Event of Default under this Agreement:**Payment Default**. Borrower fails to make any payment when due under the Loan.**Other Default**. Borrower fails to comply with any other term, obligation, covenant orcondition contained in this Agreement or in any of the Related Documents.**False Statements**. Any representation or statement made by Borrower to Lender is false inany material respect.**Insolvency**. The dissolution or termination of Borrower’s existence as a going business, theinsolvency of Borrower, the appointment of a receiver for any part of Borrower’s property,any assignment for the benefit of creditors, any type of creditor workout, or thecommencement of any proceeding under any bankruptcy or insolvency laws by or againstBorrower.**Creditor or Forfeiture Proceedings**. Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding, self-help, repossession or any other method, by any creditorof Borrower or by any governmental agency against any collateral securing the Loan.**Events Affecting Guarantor**. Any of the preceding events occurs with respect to anyGuarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, orrevokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.In the event of a death, Lender, at its option, may, but shall not be required to, permitthe Guarantor’s estate to assume unconditionally the obligations arising under the guarantyin a manner satisfactory to Lender, and, in doing so, cure any Event of Default.**Change in Ownership**. Any change in ownership of twenty-five percent (25%) or more of thecommon stock of Borrower.**Insecurity**. Lender in good faith believes itself insecure.**EFFECT OF AN EVENT OF DEFAULT**. If any Event of Default shall occur, except where otherwiseprovided in this Agreement or the Related Documents, all commitments and obligations of Lenderunder this Agreement immediately will terminate (including any obligation to make further LoanAdvances or disbursements), and, at Lender’s option, all Indebtedness immediately will become dueand payable, all without notice of any kind to Borrower, except that in the case of an Event ofDefault of the type described in the “Insolvency” subsection above, such acceleration shall beautomatic and not optional. In addition, Lender shall have all the rights and remedies provided inthe Related Documents or available at law, in equity, or otherwise. Except as may be prohibited byapplicable law, all of Lender’s rights and remedies shall be cumulative and may be exercisedsingularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit ofany other remedy, and an
 

 
election to make expenditures or to take action to perform an obligationof Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exerciseits rights and remedies.**BORROWER’S FINANCIAL REPORTING REQUIREMENTS**. Borrower hereby agrees to provide to Lender thefollowing financial information as requested: 1. Updated financial statements, to be submittedannually or upon Lender’s request. 2. Copies of Borrower’s Federal Income Tax Returns, includingextensions if applicable, to be submitted within 30 days of filing, or upon Lender’s request.**CASH COLLATERAL**. Lender and Borrower hereby agree that there may be simultaneous reductions of thecash collateral account in an amount equal to the paydown of the loan.**DEFINITIONS**. The following capitalized words and terms shall have the following meanings when usedin this Agreement. Unless specifically stated to the contrary, all references to dollar amountsshall mean amounts in lawful money of the United States of America. Words and terms used in thesingular shall include the plural, and the plural shall include the singular, as the context mayrequire. Words and terms not otherwise defined in this Agreement shall have the meaningsattributed to such terms in the Uniform Commercial Code. According words and terms not otherwisedefined in this Agreement shall have the meanings assigned to them in accordance with generallyaccepted accounting principles as in effect on the date of this Agreement:**Advance**. The word “Advance” means a disbursement of Loan funds made, or to be made, toBorrower or on Borrower’s behalf on a line of credit or multiple advance basis under theterms and conditions of this Agreement.**Agreement**. The word “Agreement” means this Business Loan Agreement, as this Business LoanAgreement may be amended or modified from time to time, together with all exhibits andschedules attached to this Business Loan Agreement from time to time.**Borrower**. The word “Borrower” means Syntax Groups Corporation and Syntax Corporation andincludes all co-signers and co-makers signing the Note and all their successors and assigns.**Collateral**. The word “Collateral” means all property and assets granted as collateralsecurity for a Loan, whether real or personal property, whether granted directly orindirectly, whether granted now or in the future, and whether granted in the form of asecurity interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, croppledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien,equipment trust, conditional sale, trust receipt, lien, charge, lien or title retentioncontract, lease or consignment intended as a security device, or any other security or lieninterest whatsoever, whether created by law, contract, or otherwise.**Event of Default**. The words “Event of Default” mean any of the events of default set forthin this Agreement in the default section of this Agreement.**Grantor**. The word “Grantor” means each and all of the persons or entities granting aSecurity Interest in any Collateral for the Loan, including without limitation all Borrowersgranting such a Security Interest.**Guarantor**. The word “Guarantor” means any guarantor, surety, or accommodation party of anyor all of the Loan.**Guaranty**. The word “Guaranty” means the guaranty from Guarantor to Lender, includingwithout limitation a guaranty of all or part of the Note.**Indebtedness**. The word “Indebtedness” means the indebtedness evidenced by the Note orRelated Documents, including all principal and interest together with all other indebtednessand costs and expenses for which Borrower is responsible under this Agreement or under anyof the Related Documents.**Lender**. The word “Lender’ means Preferred Bank, its successors and assigns.**Loan**. The word “Loan” means any and all loans and financial accommodations from Lender toBorrower whether now or hereafter existing, and however evidenced, including withoutlimitation those loans and financial accommodations described herein or described on anyexhibit or schedule attached to this Agreement from time to time.
 

 
**Note**. The word “Note” means the Note executed by Syntax Groups Corporation and SyntaxCorporation in the principal amount of $17,800,000.00 dated June 26, 2007, together with allrenewals of, extensions of, modifications of, refinancings of, consolidations of, andsubstitutions for the note or credit agreement.**Related Documents**. The words “Related Documents” mean all promissory notes, creditagreements, loan agreements, environmental agreements, guaranties, security agreements,mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,agreements and documents, whether now or hereafter existing, executed in connection with theLoan.**Security Agreement**. The words “Security Agreement” mean and include without limitation anyagreements, promises, covenants, arrangements, understandings or other agreements, whethercreated by law, contract, or otherwise, evidencing, governing, representing, or creating aSecurity Interest.**Security Interest**. The words “Security Interest” mean, without limitation, any and alltypes of collateral security, present and future, whether in the form of a lien, charge,encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge,chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipmenttrust, conditional sale, trust receipt, lien or title retention contract, lease orconsignment intended as a security device, or any other security or lien interest whatsoeverwhether created by law, contract, or otherwise.**BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWERAGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JUNE 26, 2007.****BORROWER**:     **SYNTAX GROUPS CORPORATION**       By: /s/ Thomas Man Kit Chow         Thomas Man Kit Chow, Chief Financial Officer of    Syntax Groups Corporation       **SYNTAX CORPORATION**       By: /s/ Thomas Man Kit Chow         Thomas Man Kit Chow, Secretary of Syntax    Corporation  **LENDER:**     **PREFERRED BANK**       By: /s/ Phanglin Lin         Phanglin Lin, Senior Vice President  Syntax Groups Corporation and Syntax Corporation (“Borrower”) jointly and severally promise to payto Preferred Bank (“Lender”), or order, in lawful money of the United States of America, theprincipal amount of Seventeen Million Eight Hundred Thousand & 00/100 Dollars ($17,800,000.00) orso much as may be outstanding, together with interest on the unpaid outstanding principal balanceof each advance. Interest shall be calculated from the date of each advance until repayment ofeach advance.   /s/ Thomas Man Kit Chow /s/ Thomas Man Kit Chow Syntax Groups Corporation Syntax Corporation