Unassociated Document


    EXHIBIT
10.8

     

     

    Zhengzhou
Shenyang Science & Technology Co., Ltd.

    Block 28,
Huzhu Road, Zhongyuan District, Zhengzhou City, Henan Province,
China

    July 11,
2008

    No.
1 Complementary Agreement

    Dear
Sir/Ms:

    


    According
to No.20080104001260001112 Accounts Receivable Financing Agreement on Jan. 4,
2008 and the subsequent complementary agreement (hereinafter referred to as
“Line Letter”) signed between Raiffeisen Zentralbank Oesterreich AG Beijing
Branch (hereinafter referred to as “the Lender”) and Zhengzhou Shenyang Science
& Technology Co., Ltd. (hereinafter referred to as “the Borrower”), the
Lender agrees to provide the Borrower with accounts receivable line (hereinafter
referred to as “Line”) with non-commitment and right of recourse with total
amount of not exceeding RMB 50,000,000.00Yuan (RMB50MILLION YUAN).

    


    The terms
defined in Line Letter have the same meanings in this complementary
agreement.

    


    Now the
Parties mutually agree to modify this Line Letter as following:

    


    The total
amount of accounts receivable financing line with non-commitment and right of
recourse not exceeding RMB 63,000,000.00Yuan (RMB SIXTY-THREE MILLION
YUAN)

    


    
      	
              1.

            	
              Clause
      3 (Line Category and Amount) should be modified as
    following:

            


    

    (1) Total Amount of
Line: not exceeding RMB 63,000,000.00Yuan (RMB SIXTY-THREE MILLION
YUAN).

    (2) Can be used
for:

       Accounts
Receivable Financing: short-term loan with currency of RMB, term not exceeding
the loan term, and amount not exceeding 85% of accounts receivable (hereinafter
referred to as “Loan”).

    
      	
              2.

            	
              Clause
      4 (Commission, cost (exclude advanced pay)), interest rate and Penalty
      Interest should be modified as
following:

            


    

    Interest
rate: interest rate of the same level in corresponding period published by the
People’s Bank of China
×130%;

    Management
Fee of Accounts Receivable: 0.125%of amount of accounts receivable, but each
loan should not be less than RMB 2,500.00 Yuan (RMB TWO THOUSAND AND FIVE
HUNDRED YUAN), the Borrower should pay for then Lender on withdrawal date of
each loan.

    Upfront
Fees: the interest rate is 0.25% of total amount of the line, that is, RMB
157,500.00 (RMB ONE HUNDRED AND FIFTY SEVEN THOUSAND FIVE HUNDRED), the Borrower
should pay for the lender within Fifteen (15) days after signing this
Complementary Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Penalty
Interest: if the borrower fails to pay for any pricinpal, interest rate and/or
other fund receivable under this line, the Lender owns the right to collect the
penalty interest from corresponding due date to the lender receiving all the
fund as per the ratio of one HUNDRED AND FIFTY PERCENTAGE (150%).

    If the
borrower fails to use any or all the funds under this loan according to the
purpose prescribed in this letter, the Lender owns the right to collect the
penalty interest from the date this funds is appropriated to the date the
Borrower stops appropriating this funds as per the ratio of TWO HUNDRED
PERCENTAGE (200%).

    If the
Borrow fails to pay any accounts payable and appropriates the same accounts, the
Lender owns the right to collect the higher interest rate generated from this
capital.

    


    All other
banking rates shall be based on standard rate scale of the Lender. Registration
fee on pledge and expenditures of accounts receivable (include but not limited
to initial registration, alteration registration, extension registration and
withdrawal registration) shall take charging standards of Credit Reference
Center, the People’s Bank of China as reference.

        The
loan interest shall be calculated according to actual days, 360 days for a year,
and the interest shall take RMB settlement. The Borrower should pay for the
Lender the interest payable of this fund from the drawing date (the definition
see Clause 3) to the due date (the definition see Clause 3).

    All the
interest, handling charge, insurance premium, Registration fee on pledge and
expenditures of accounts receivable, banking fee generated from the line and
other expenses relative to the Line shall be undertaken by
borrower.

    The
lender shall keep the right to reasonably regulate the above handing charge,
costs and rate from time to time, and the right to debited the Lender’s account
to deduct all the expenses including interest, handing charge, insurance
premium, Registration fee on pledge and expenditures of accounts receivable,
banking fee and other relative fees.

    
      	
              3.

            	
              Clause
      6 (Loan Term) should be modified as
following:

            


    

    The final
due date (hereinafter referred to as “final due date”) of the Line shall be Sep.
30, 2009. The drawing date (“Drawing Date” for short) of each loan under the
Line shall be any business day Beijing City Commercial Bank (hereinafter
referred to as “Working Day of the Bank”) provides corporate business before the
final due date.

    


    The loan
term of each loan (hereinafter referred to as “loan term”) in this letter shall
begin from the drawing date of each loan to the due date (if not working day of
the bank, postpone to the next working day, hereinafter referred to as “due
date”) of corresponding accounts receivable of the loan, but the term should not
be later than the final due date. The loan term should not exceed Ninety-days
(90).

    Notwithstanding,
the lender may decide by themselves to inform the Borrower to terminate the loan
in written form. The Lender shall notice the Borrower in written form 10 days
before termination of the loan. If the loan is terminated, all the principals,
interest, and other fees should be mature immediately, and the Borrower should
immediately pay for the Lender in full amount.

    
      	
              4.

            	
              Clause
      18 ( tariffs and cost ) should be modified as
  following:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Borrower
shall pay lender the stamp tax equivalent to 0.005% of added partial
loan (RMB 650.00) within fourteen (14 ) days after signing this Complementary
Agreement.

    All the
payments to lender by Borrower shall be no offset, no counterclaim, no any
deductions or withholding, and shall not contain any tariff and cost,
withholding tax or tax in other forms.

    
      	
              5.

            	
              Clause
      21 ( in use ) shall be modified as
following:

            


    

    Only
Borrower can use the Line. The use of Line must be in line with rules of this
letter. In any time the outstanding balance of loan by borrower shall not exceed
RMB 63,000,000.00 Yuan (in words: RMB SIXTY-THREE MILLION YUAN)

    Other
terms and conditions in Line letter keep unchanged. In the case of any
discrepancy between this Complementary Agreement and Line letter, this
Complementary Agreement prevails. This Complementary Agreement takes in effect
on the date, noted at the head of this agreement, when two parties
sign.

    Raiffeisen
Zentralbank Oesterreich AG Beijing Branch

    Authorised
representative (sealed)

    Zhengzhou
Shenyang Science & Technology Co., Ltd (official seal)

       
Zhong Bo

    Legal
Representative or Authorised Representative (signature)

    To the
confirmation of the following parties:

    Lender
has notified all following parties to pay attention that all the clauses about
rights and obligations have been explained in details according to all parties’
demands and all parties consent and understand all the contents in this
agreement.

    Personal
voucher:

    Zhong
Bo

    (Signature)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Top-secret

            


    

    


    Zhengzhou
Shenyang Science & Technology Co., Ltd.

    Block 28,
Huzhu Road, Zhongyuan District, Zhengzhou City, Henan Province,
China

    
    

    
      
        	
                Jan. 4,
      2008

              	 


      

    

     

    Dear
Sir/Ms:

    The total
amount of accounts receivable financing line with non-commitment and right of
recourse not exceeding RMB 50,000,000.00Yuan (RMB FIFTY MILLION
YUAN)

    Raiffeisen
Zentralbank Oesterreich AG Beijing Branch (hereinafter referred to as “the
Lender”), with great pleasure, informs borrower (definition see Clause 1) that
we agree to provide the following line of credit (hereinafter referred to as
Line ) for borrower , as per the following terms and conditions in this line of
credit( hereinafter referred to this letter ).

    
      	
              1.

            	
              Borrower:

            


    

    Name:
Zhengzhou Shenyang Science & Technology Co., Ltd.

    Registered
Country: People’s Republic of China (excluding Hong Kong SAR, Macau SAR and
Taiwan region, hereinafter referred to China)

    Register
No. of Company: 410100100008310

    
      	
               
      

            	
              Address:
      Block 28, Huzhu Road, Zhongyuan District, Zhengzhou City, Henan Province,
      China

            


    

    
      	
              2.

            	
              Accounts
      Receivable:

            


    

    The
accounts receivable in this letter (hereinafter referred to accounts receivable
) refers to the less than Ninety (90) days-payment creditor's right that
requires buyer to pay but not pay to borrower (including present and future ) in
the related purchase & sale contract ( hereinafter referred to purchase
& sale contract ) produced as borrower sells commodities to one or many
companies ( hereinafter referred to seller ) which are recognized and accepted
by lender )

    
      	
              3.

            	
              The
      category of Line and amount

            


    

    (1) Total Amount of
Line: not exceeding RMB 50,000,000.00Yuan (RMB FIFTY MILLION YUAN).

    (2) Can be used
for:

       Accounts
Receivable Financing: short-term loan with currency of RMB, term not exceeding
the loan term, and amount not exceeding 85% of accounts receivable (hereinafter
referred to as “Loan”).

    
      	
              4.

            	
              Commission,
      cost (exclude advanced pay), interest rate and Penalty
      Interest:

            


    

    
      	
               
      

            	
              Interest
      rate: interest rate of the same level in corresponding period published by
      the People’s Bank of China
      ×115%;

            


    

    Management
Fee of Accounts Receivable: 0.125%of amount of accounts receivable, but each
loan should not be less than RMB 2,500.00 Yuan (RMB TWO THOUSAND AND FIVE
HUNDRED YUAN), the Borrower should pay for then Lender on withdrawal date of
each loan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Upfront
Fees: the interest rate is 0.25% of total amount of the line, that is, RMB
125,000.00 (RMB ONE HUNDRED AND TWENTY FIVE MILLION YUAN), the Borrower should
pay for the lender within Fifteen (15) days after signing this Complementary
Agreement.

    Penalty
Interest: if the borrower fails to pay for any pricinpal, interest rate and/or
other fund receivable under this line, the Lender owns the right to collect the
penalty interest from corresponding due date to the lender receiving all the
fund as per the ratio of one HUNDRED AND FIFTY PERCENTAGE (150%).

    If the
borrower fails to use any or all the funds under this loan according to the
purpose prescribed in this letter, the Lender owns the right to collect the
penalty interest from the date this funds is appropriated to the date the
Borrower stops appropriating this funds as per the ratio of TWO HUNDRED
PERCENTAGE (200%).

    If the
Borrow fails to pay any accounts payable and appropriates the same accounts, the
Lender owns the right to collect the higher interest rate generated from this
capital.

    


    All other
banking rates shall be based on standard rate scale of the Lender. Registration
fee on pledge and expenditures of accounts receivable (include but not limited
to initial registration, alteration registration, extension registration and
withdrawal registration) shall take charging standards of Credit Reference
Center, the People’s Bank of China as reference.

    The loan
interest shall be calculated according to actual days, 360 days for a year, and
the interest shall take RMB settlement. The Borrower should pay for the Lender
the interest payable of this fund from the drawing date (the definition see
Clause 6) to the due date (the definition see Clause 6).

    All the
interest, handling charge, insurance premium, Registration fee on pledge and
expenditures of accounts receivable, banking fee generated from the line and
other expenses relative to the Line shall be undertaken by
borrower.

    The
lender shall keep the right to reasonably regulate the above handing charge,
costs and rate from time to time, and the right to debited the Lender’s account
to deduct all the expenses including interest, handing charge, insurance
premium, Registration fee on pledge and expenditures of accounts receivable,
banking fee and other relative fees.

    
      	
              5.

            	
              The
      purpose of loan:

            


    

    The loan
is to meet the demand of usual capital flow for borrower

    
      	
              6.

            	
              The
      loan term

            


    

    The final
due date (hereinafter referred to as “final due date”) of the Line shall be Sep.
30, 2008. The drawing date (“Drawing Date” for short) of each loan under the
Line shall be any business day Beijing City Commercial Bank (hereinafter
referred to as “Working Day of the Bank”) provides corporate business before the
final due date.

    


    The loan
term of each loan (hereinafter referred to as “loan term”) in this letter shall
begin from the drawing date of each loan to the due date (if not working day of
the bank, postpone to the next working day, hereinafter referred to as “due
date”) of corresponding accounts receivable of the loan, but the term should not
be later than the final due date. The loan term should not exceed Ninety
(90)days.

    Notwithstanding,
the lender still keeps the decision-making power to cancel the line .. If
canceling the line, lender does not need to notify later or provide any reason
nor does he need to shoulder any responsibility. The principal sum, interest
rate and other debts related to line in this letter shall be due right now and
paid to lender in full amount by borrower.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.
Payment:

    Each loan
shall be paid in related due date with no later than the final due date. Among
the two dates adopt the earlier one. With the written approval by lender,
borrower can pay before due date, but lender should receive the payment in
advance notice officially signed by borrower in at least Three (3) bank working
days before he prepares to pay in advance ( hereinafter referred to advanced
payment date ). Borrower shall compensate any capital allocation funds and
margin income losses to lender brought by payment in advance. The cost and
losses are to the lender’s final confirmation and have legal binding force to
borrower.

    8. Usage
of funds

    Lender
reserves the right to decide the order and capital ratio of principal sum,
interest rate, cost or other debts in any Line to be paid by all or partial
funds from borrower.

    9.
Guarantee

    In order
to ensure borrower to fulfill obligations in this letter completely, borrower
shall sign with lender or provide security document for lender on the date of
signing this letter or before or after

    
      	
              (a)

            	
              The
      original certificate, whose content and form has been accepted by lender,
      agreed to underwrite and issue by Anlian Insurance Co. Guangzhou Branch
      (hereinafter referred to Anlian Guangzhou), in favor of trade credit
      insurance certificate (hereinafter referred to credit insurance
      certificate ), whose insurance term confirmation and insurance fees have
      been paid in full amount.

            


    

    
      	
              (b)

            	
              about
      transferring all the rights and interests of borrower in credit insurance
      certificate to Insurance
      Rights and Interests Transferring Circular of
    lender.

            


    

    
      	
              (c)

            	
              The Account Receivable
      Hypothecation Agreement that puts accounts receivable in first
      priority to lender

            


    

    
      	
              (d)

            	
              Account Hypothecation and
      oversight and management Agreement , the RMB settlement accounts
      opened at lender’s by borrower regulates that the account receivable shall
      be flown in oversight and management account
  directly

            


    

    
      	
              (e)

            	
              payment notice that
      notifies buyer to pay account receivable to oversight and management
      account

            


    

    
      	
              (f)

            	
              irrevocable
      and unconditional joint liability in favor of lender issued by Zhongbo (
      hereinafter referred to personal voucher ) , the ID certificate ( include
      without limitation to ID card copy of personal voucher and Marriage Card
      or residence registration copies of personal voucher )recognized by lender
      in content and form and signed by personal voucher, personal net balance
      sheet and related certificate of asset
ownership

            


    

    
      	
              (g)

            	
              Remittance
      certificate that borrower authorizes lender to represent borrower to fill
      or sign , insurance claim document and / or other related documents as
      well as Power of
      Attorney that sometimes represents lender and is in the name of
      borrower to sue for

            


    

    ( the
above collectively referred to security documents, all are the copies of this
letter and undividable parts of this letter.)

    All the
guarantee in the security documents are independent. The invalidation or
withdrawal of this letter for any reason shall have no effect on the validity of
the security documents. The security documents remains valid.

    The
guarantee clauses in this letter and all security documents consist of a
complete and undividable document concerning lender and / or personal voucher
vouch responsibility. In case of any discrepancy terms and conditions in all
security documents prevail.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.
Application for Line:

    (a) The
use of any Line by lender, all or part, shall put forward a drawing application
(hereinafter referred to drawing application) whose content and format are
consistent with Appendix 1 (drawing application) to lender by borrower in three
(3) bank working days before drawing date. This letter is not lender’s promise
to provide loan for borrower, unless lender specifically shows that he accepts
borrower’s drawing application or provides loan for borrower.

    (b)
Before borrower delivers each drawing application, all the preconditions in
clause 11 of this letter (preconditions) and other conditions required by lender
from time to time have been satisfied and borrower does not breach any rules in
this letter. The drawing application is irrevocable, and once delivered, it has
binding force to borrower.

    (c)
Precondition of receiving withdraw application by Lender is that Lender has
wholly independent right to require the pay loan, modify, cancel and/or rebuild
any line and/or relevant fee and expense with line.

    
      	
               
      

            	
              (d)
      Lender will not accept any application of Borrower without satisfying each
      clause (a), (b) and (c).

            


    

    11.
Precondition.

    The
amount provided by Lender is un-promises with recourse. Under the clause of this
letter, each sum of withdrawing the loan of lender shall comply with regulation
of tenth clause (line application) and shall meet the following
precondition.

    
      	
              (a)

            	
              lender
      must receive:

            


    

    Copies of
the following documents accepted by lender, signed by legal representative of
Borrower and authorized representative, or obtained from registration location
of Administration for Industry and Commerce of Borrower and attested
truth:

    
      	
              (1)

            	
              Current
      and valid Business License tested by recent annual check of Borrower
      (Original and duplicate);

            


    

    
      	
              (2)

            	
              Current
      and valid Articles of Association and relevant amend and change of
      Borrower;

            


    

    
      	
              (3)

            	
              Relevant
      document about administration for industry and commerce registration which
      indicates that when signing this letter, organization situation of
      shareholder meeting and board of directors of
  Borrower;

            


    

    
      	
              (4)

            	
              Current
      and valid Organization Code Certificate of Borrower (Original and
      duplicate);

            


    

    
      	
              (5)

            	
              Capital
      Verification Report about the registered capital and financial report in
      recent three years of Borrower issued by a qualified public accounting
      firm.

            


    

    
      	
              (6)

            	
              Current
      and valid Tax Registration Certificate of Borrower (State and
      local)

            


    

    
      	
              (7)

            	
              Basic
      Permit for Opening Bank Account of
Borrower;

            


    

    (8) List
of members in board of directors of Borrower, identification certificate, the
speciment signature, identification certificate of authorized person and the
speciment of the signature.

    -Present
letter formally signed by Borrower;

    -
Resolutions of Shareholders Meeting and meeting record which is accepted by
Lender in form and content, certified as the truth according to requirement of
Lender, board of directors or the shareholders meeting agreed or approved line,
all warranty required in Clause 9 (warranty) and other documents required by
this letter;

    - Attorney
Opinion Letter issued by Law Firm approved by Lender (if
required);


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    -Approval
or registration recognized by Lender, of all Chinese Government Agencies
relevant with Line, including Administration of Exchange Control;

    (b) all
warranty, legal document involved in Clause 9 (warranty) have been formally
signed and complete the valid registration (if required), including, without
limitation to the copies of confirm certification of obtaining the Registration
of Pledge Receivables; 

    (c)
Lender has paid the stamp tax, account receivable management expenses, initial
expenses, expenses and payout of account receivable pledge registration paid in
advance by Lender.

    (d)
Current and valid loan card No. and password obtained from People’s Bank of
China to Lender provided by Borrower;

    (e) RMB
Settlement Accounts which opened in the Lender by Borrower.

    (f) RMB
Accounts Remittance Receipt pre-stored in Lender and formally singed by
Borrower.

    (g)
Credit insurance and all insurance claim documents under the relevant
regulations of Allianz Guangzhou pre-stored in Lender and formally singed by
Borrower.

    (h)
Available all the Bank Accounts List (include, but not limited to Account with
Bank and the account No.) till the first withdraw date sealed in advance by
Borrower, available Bank credit line, relevant balance of loans and company
guarantee and balance for any Third Party provided by Borrower.

    (i) In
advance 3 working days of withdrawing date, Lender shall receive the
following:

    -withdrawing
application formally signed by Borrower (about form, refer to Appendix
1)

    - loan
due bill formally signed by Borrower (about form, refer to Appendix
2)

    -Maximum
loan amount shall not exceed 85% of Account Receivable. Each loan amount shall
not less than RMB 1,000,000.00 (Word: RMB ONE MILLION YUAN ONLY);

    - Confirmation
letter formally signed by bargainee, about receive the goods related with
account receivable and agreement that pay the full amount of account receivable
before due date to supervision account according to the Borrower instruction of
notice of payment;

    -Copy of
sale contract signed by Borrower and Bargainee approved by Lender in forma and
content, attested to be truth as per Lender requirement;

    -copies
of account receivable commercial invoice approved by Lender in form and content,
attested to be truth as per Lender requirement;

    -other
documents relevant with account receivable as per the requirement, include but
not limited to copies of relevant bill of lading and other transport document
attested to be truth as per Borrower requirement;

    -credit
insurance original or copies of credit insurance attested to be truth as per
Borrower requirement;

    - Insurance
period confirmation original of credit insurance or the copies attested to be
truth as per Borrower requirement;

    -certificate
about full payment of insurance premium for credit insurance confirmed by
Allianz Guangzhou;

    -latest
bargainee list accepted by Allianz Guangzhou and checked bargainee relevant
credit insurance accept line. Total of unpaid account receivable of Bargainee
(include the corresponding account receivable about this application Loan) shall
not exceed the credit insurance line approved by Allianz Guangzhou for
bargainee.

    12 Other
condition:

    12.1
Statement and guarantee of account receivable


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (1) Sale
contract and account receivable is legal and valid. There is no fault, current,
foresight potential dispute and valid or cancellation in law. Both Party of
contract (especially Borrower) has already abided and overall implemented or
made sure that will overall implement all obligations under Purchase and Sale
Contract clause. There is no unsolved dispute between borrower and bargainee. In
execution of contract, there is never overdue arrearage for any reason and
characters of bargainee to Borrower.

    (2)
Borrower has overall fulfill the all obligation under clause of Purchase and
Sale Contract, include but not limited to deliver the goods related with account
receivable to arrearage as per requirement of purchase and sale contract.
Furthermore, Borrower makes sure that there is neither any reason about refused
by arrearage on due date or possibly refused to pay full amount of account
receivable, nor any reason about Borrower or agent of Borrower not abide the
regulations in purchase and sale contract signed by Borrower and Arrearage which
lead to account receivable will or possibly deducted breach of contract damages
and/or loss.

    (3)
Arrearage makes sure that receive the relevant goods related with account
receivable delivered by Borrower. For the obligation under the purchase and sale
contract and account receivable, there is no contradict, claim, cancel out or
allegation with other characters.

    (4) There
is neither pledge in any forms such as security interest and/or right burden nor
any power executed by any Third Party. Before clearing off full amount the
arrearage under this letter by Borrower, transferring account receivable to any
other Third Party is not allowed.

    (5)
Borrower is the only creditor of account receivable. The credit right of account
receivable is clear. There is no any fault, dispute, any deduction, counter
claim, attachment, or forcible execution which blocks the realization of any
reason of credit right and prohibits or limit under account receivable and
purchase and sale contract.

    (6) There
is no bank's order, money order, cheque, bond, or other fiancé bill signed by
Borrower, Arrearage, or any other Third Party for all or any part of the account
receivable.

    (7) As
per the clause of credit insurance, credit insurance is implementing to insurer
instead of void or voidable. There is no claim for compensation, unpaid claim,
or claim reference of lodge claim acknowledged by Borrower. ]

    (8)
Account receivable and relevant goods, documents, bill (include but not limited
to commercial invoice, transport document and so on) conform to the law,
regulation, rule. It is legal, valid, true, accurate and complete.

    (9)
Amount of account receivable shall subject to amount listed in legal and valid
commercial invoice.

    (10) 4
weeks after goods involved in account receivable dispatch out, commercial
invoice shall be issued. In this invoice shall indicate the amount of the goods
paid by Arrearage under purchase and sale contract.

    


    12.2
Statement and guarantee of Borrower

    (1)
Borrower is business entity set up according to the China Law. Signed,
submitted, and implement this letter is the real opinion and have necessary
agreement, approval, authorize. There is no fault in law. It is not disobey the
articles of association of the Borrower Company or the laws, regulations, rules.
Borrower shall obey the requirement of any government department and relevant
requirement or the any clause in any other contract which has the binding force
on Borrower property;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (2) The
authorized representative on behalf of Borrower and the seal of Borrower and
relevant seals on this letter and any documents relevant to account receivable
obtain the agreement, approve, authorize of board of directors and shareholder
meetings. It is true and valid. There is no fault in law.

    (3) This
letter, in which the Borrower is one Party, owns the legal, valid, law bond
force. Borrower can implement according to the regulation in this
letter.

    (4)
herein Borrower authorizes Lender in irrepealable and unconditional form in
using Loan Card No. and password provided by Borrower to refer the Borrower
information in Registry Reference System of Bank Credit;

    (5)
Lender is entitled to supervise the each usage situation of sum and require the
borrower providing the relevant contract and other documents approved by Lender
in consent and form. If there is any dispute about the usage and use of the
loan, Lender is entitled to refuse withdrawing of loan by Borrower.

    (6)
Borrower makes sure that the usage of loan complies with the relevant
regulations and Clause 5 in this letter. Borrower can not engage in adventures,
such as stock and real estate with the loan.

    (7) All
the relevant documents with this letter, information or any other information
provided by Borrower to Lender are true, complete, accurate, and valid in
essential aspect. In Borrower’s view, there is no any important fact or
situation which wasn’t disclosed to Lender. If such facts and situation are
disclosed, there must be the serious adverse effect for Lender providing the
line/loan to Borrower (include but not limited to any adverse reasons which
influences Bargainee fulfill the obligation of paying the account receivable
under this purchase and sale contract); further more, Lender providing loan as
per this letter is not deem to recognize the accuracy and truth of statement,
guarantee and promises of Borrower under this letter.

    (8)
Except the breach of contract before or on the signing date of this letter which
was disclosed to Lender (indicate the any things or information, hereinafter
refer to breach a contract, regulated in Clause 13 of this letter), there is no
any breach a contract or potential breach a contract existing or
continuing.

    (9)
According to the valid laws on signing date of this letter, except the advocate
of enjoying priority of claim, the advocate of Lender to Borrower has the same
claim sequence with the Borrower creditor who owns guarantee;

    (10)
Present, there is no unfinished or possibly happened any serious adverse effect
lawsuit, arbitrate, administrative procedure and the reason aiming at
Borrower/Bargainee, to business of Borrower/Bargainee, operation and asset or
under relevant documents of implement this letter and account receivable
(include purchase contract).

    (11) All
the payment relevant to line shall do through Lender. Lender it entitled to
credit any account opened in Lender by Borrower, to pay any other liability
caused by Borrower account or related with line.

    (12)
Under clause of this letter, loan shall be paid in same currency with loan
currency. If there is no other regulations in this letter, Borrower shall
prepare the payable principal,
interests, other payment in relevant account opened in Lender before 11:00 am of
due date. Authorized Lender will deduct account receivable from this account on
the due date.

    (13) Law,
regulations, rule, procedure and requirement and instructions of any government
departments and other Parties abided as schedule, current, valid in future, or
if not abide, may cause the loss of right to Borrower (as insurant) and Lender
(as beneficiary) under this letter and credit insurance, include but no limited
to that Borrower shall fulfill all clauses and any other relevant regulations
under this credit insurance (include reference regulations and clauses of
Allianz Guangzhou accept insurance agreement);


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (14)
Without the agreement of Lender in advance in written form, Borrower shall not
change, alter, and modify any clause and condition of purchase and sale contract
and account receivable with Bargainee.

    (15)
Borrower shall not adopt any action which is harmful or possibly harmful for the
good value of account receivable/ influences the effectiveness of this
letter.

    (16)
According to the requirement of Lender, provide any document and information
relevant to purchase and sale contract, account receivable and goods involved
in;

    (17)
Without the agreement of Lender in advance in written form, Borrower shall not
agree Allianz Guangzhou to do any change and modification for the credit
insurance and relevant documents, include but not limited to relevant general
clause. Any occurrence of uncontrollable situation of Borrower, Borrower makes
sure any change, modification in relevant documents with credit insurance
acknowledged by Borrower will notify Lender immediately (no later than 24 hours
of acknowledgement), include but not limited to relevant general
clause.

    (18)
Borrower promise that provide the necessary information to Lender to insist the
obligation implemented by Borrower and Lender under credit insurance and
relevant document;

    (19)
Borrower promises that provide Allianz Guangzhou, credit insurance or all
documents required under local short-term credit insurance to claim the
insurance.

    (20) If
there is claim insurance, Borrower shall notify Allianz Guangzhou to pay the
credit insurance directly to supervise account and make sure the Lender is
entitled to decide the usage of credit insurance claim payment, such as pay the
payable but not pay to the Lender, arrearage from Lender, or possible to
arrearage from Lender (include but not limited to the payment under this
letter);

    (21)
Without the agreement of Lender, borrower shall not establish or permit any
pledging, hypothecation, keep, charge, transfer, deed of security, security
interest, other agreement and arrangement as the property of Borrower for any
property (current or future);

    (22)
Borrower shall implement all the obligation under the line; at any time, enjoy
the same guarantee and support for current and future obligation (include
support of Third Party), except for the obligation of priority endowed by
law;

    (23)
During the line period of continued existence, shareholders structure of
Borrower shall not directly or indirectly change.

    (24)
Borrower promises that transfer account receivable directly to supervised
account, until paying off all arrearage of Borrower (include but not limited to
payment under this letter) and Borrower shall not agree and instruct Bargainee
to transfer the payment to any other account. If Borrower receives the payment
of any other accounts under the account receivable, shall transfer the payment
into supervision account on the date of receiving. Where the transfer is
overdue, Borrower shall pay the breach of contract damages in 2/10000 to Lender.
Borrower irrepealablely authorize Lender to directly deduct the breach of
contract damage and account receivable from any account opened in
Lender.

    (25)
Lender shall provide medium term finance report of Borrower to Lender in 60 days
after half financial year ending. Provide audited annual financial report of
Borrower to Lender in 120 days after financial year ending.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (26)The Borrower are
required to provide the Lender with relative data concerning accounts receivable
and the Lender's business, property, operation and finance on reasonable
requirements of the Lender.

    (27) The
Lender should notice the major adverse changes occurred to the operation or the
financial status to the Lender immediately.

    (28)
Under the clauses of the agreements with the Lender or other Loaners, if any
breaches or potential breaches occurred, the Borrower should immediately (not
later than 24 hours after the accidents) inform the Lender.

    The
above-mentioned representation and warranty shall be regarded as the Borrower
putting forward on the date he draws funds or applying to extend the loan term
according to the situations existing then.

    13.
Branches:

    13.1 Any
one or many of the incidents or cases listed in the following shall form
breaches (hereinafter referred to as "breaches"):

    (1) The
Borrower and/or the Bargainee fails to pay any due accounts in full in this
letter or fails to pay for any other financial institutes, person, office,
companies or enterprises or fails to perform the payment obligation and
responsibilities; or

    (2) Any
representation, statements or warranty made by the Borrower, or any documents,
data or information provided by the Borrower to the Lender are certified
incorrect or not accurate materially; or

    (3) The
Borrower infringes any commitment in this letter and security documents (include
but not limited to the completion of preconditions listed in Clause 11 of this
letter (preconditions) and other preconditions prescribed in Clause 12 of this
letter (other conditions); or

    (4) The
Borrower has some breaches against other regulations in this letter;
or

    (5) Any
breaches occurred to Security Documents clause; or

    (6) Any
breaches occurred to Purchase and Sales Contract (especially the Bargainee
refuses to pay account receivable); or

    (7) The
Borrower and/or the Bargainee are dissolved, liquidate, bankrupted, reformed,
lost debt paying ability or similar situations (include but not limited to
suspended operation required by the Government agencies or the Business License
is revoked); or

    (8)Borrower and/or bargainee is claimed
to adopt the attachment, coercive execution, supervision or public auction
measure which materially effects the borrower to repay the liability of this
line letter and/or affects the bargainee not able to
redeem his obligation of defraying the sum of the receivable debt;
or

    (9) Any
cheques or bills signed by borrower and/or bargainee is
protested; or

    (10) If
the occurrence of any events or the appearance of any matters makes the lender has reason to
believe the borrower will not or
is unable to fulfill any obligations under this

    Letter or
the bargainee
will not or is unable to redeem his obligation of defraying the sum of the
receivable debt, or the alteration of the associated law makes borrowers’
obligations of this letter become illegal or the bargainee’s
responsibilities under this purchase contract become illegal; or

    (11)
According to the lender’s judgement, the operating and financial situation of
the borrower
and/or bargainee is having
or going to have great unfavorable change; or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (12) If
the borrower breach any obligations of this letter (include but not limit to the
statement and guarantee ), and does not compensate the breach, and makes the
lender satisfied or accords with the prescription of this letter within the
reasonable time, but no later than the 15 days after receiving the lender’s
written inform of correcting the breach; or

    (13) Any
incidences or events with issuing of notice, the process of the time, or the
decisions may transfer to breaches (the ”potential breach of the contract” for
short in this letter)

    (14)
However, if lender arranges, keeps Line/ loan or provided capital for loan in
any law is or becomes illegal, then:

      (i)
lender shall, as per the requirement of lender, pay in advance on pointed date
the part of loan, accumulative interest rate and other capital deserving to pay
influenced by the changes , as well as

    (ii) If
lender has not withdrawn any loan when borrower receives lender's notice, the
right of lender withdrawing loan that has been notified by lender, influenced by
this change, unpaid or any part shall be terminated right now, or

    (15) If
after signing of the letter, Lender shall decide on himself:

    (i)
during the normal business between banks in China, can not find the
corresponding time to raise the funds for any loan and any interest,
or

    (ii)
Because of the reason of Lender, Lender will obtain cost of corresponding
deposit which will above interest rate regulated in Clause 4;

    Lender is
entitled to end the letter. But Lender shall notify the Lender about above
situation. At the same time Article 13.1 Clause (15) will take into
effect.

    13.2 Once
any of above events or situations occurs, the borrower should immediately (at
the latest no later than 24 hours after the occurrence of the event or
situation) notice the lender and without further notice or requirement, the
lender has the right to adopt one or more measures of the
following:

    (1)
Declare all withdrawn loans and accrued interest as well as all other funds
(include but not limited to penalty interest, liquidated damages and expenses
etc) generated or unpaid under this letter to be payable at maturity
immediately;

    (2)
Declare the cancelling of all lines or amending of any items of documents
related to line;

    (3)
Require the execution of all or part of security documents;

    (4)
Immediately execute all other rights and remedies enjoyed by the lender under
this letter and security documents; various expenses (include but not limited to
collection expenses, arbitration fees, travel expenses, attorney fees, expenses
of realizing security interest, surveying and evidence taking fees, costs of
preservation, announcement fee, execution fee, auctioneer's fee, transfer fee
and other fees etc) incurred to the lender due to realization of creditor's
rights all should be undertaken by the borrower;

    (5)
Countervail directly from any account opened by the borrower in the lender and
used to pay off any account payable of the borrower to the lender under this
letter.

    


    14.
Protection:

    The
borrower should adopt actions regarded as proper by the lender and undertake all
expenses to perfect, protect and realize the security provided to the lender
under the line, through registering to relevant authorities or issuing notice to
any person or any other methods.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    15.
Information disclosing:

    The
borrower should irrepealably agree that the borrower discloses the account of
borrower and relevant data of bargainee and account receivable to its
headquarter, branches and its offices, relevant record and register government
agencies, securities, mortgagors, insurance company or other person or company
undertaking the liabilities of the borrower under the account of the lender or
providing security or mortgage to the lender for the borrower.

    


    16.
Termination of credit warranty and line:

    Notwithstanding
such regulation of this letter, under the precondition of not prejudicing to
other interests of the lender, when the credit warranty terminates, without need
for further notice or requirement, the responsibility of the lender providing
line to the borrower will terminate automatically and meanwhile, principal and
interest will also be at maturity immediately.

    


    17.
Recheck:

    According
to usual bank practices, the lender reserves the right to amend, reduce or
cancel the line, amend any clauses and clauses under this letter and amend any
other documents or warranties related to this letter, without notice to the
borrower in advance.

    


    18. Taxes
and fees:

    The
borrower has paid stamp tax equivalent to 0.005% of the line sum to the lender,
that is RMB 2,500.00 Yuan (words: RMB TWENTY FIVE HUNDRED YUAN). If the loss of
the lender is due to the delay performance or nonperformance of tax obligations
related to this letter and the line by the borrower, then the borrower should
compensate for the lender.

    


    All funds
paid by the borrower to the lender should be without balance out or
counterclaim, without any abatement or withhold, and should not include any
taxes, withholding tax or taxes of other forms.

    


    19.
Expenses:

    All costs
(including cost paying the principal in advance), legal expenses,
telecommunication fees, mailing fees and other overhead expenses as well as
advanced pay incurred in the process of preparation and execution of this letter
and line, the completion of the security documents required by the letter and
the protection and compulsive execution of the lender’s rights all should be
undertaken by the borrower and it also has to compensate for the lender in
full.

    


    20.
General Trade Consensus:

    The line
is dominated by the General Trade Consensus (GTC01/MAY01) of the lender. At the
time of signing this letter, the borrower should also sign the General Trade
Consensus (GTC01/MAY01) of the lender. If the two have divergence, should
conform to the clauses of this letter.

    


    21.
Use:

    The line
is only limited to the use of the borrower. The use of the line must as per the
requirements of this letter. The unliquidated balance of the borrower’s loan at
any time should not exceed RMB 50,000,000.00 (words: RMB FIFTY MILLION
YUAN).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    22.
Applicable law:

    The
letter should be applied to Chinese law and be explained according to Chinese
law. If one certain specific item related to this letter is not required by
relevant laws, then should refer to international practices.

    


    23.
Arbitration:

    Any
dispute caused by this letter or related to this letter can be resolved by the
two parties through friendly negotiation. If the agreement can not be reached
within 30 days from the date of any party putting forward written negotiating
requirement, any party has the right to submit the dispute to China
International Economic and Trade Arbitration Commission and arbitrate according
to current valid arbitration rules of the Committee. The arbitrament of the
arbitration is final and binding on both parties. The arbitration site is in
Peking and the arbitration language is Chinese. Losing party of the arbitration
should undertake all expenses (include but not limited to arbitration expenses,
attorney fees etc) actually paid by the winning party for the handling of the
case.

    


    24.
Transfer:

    The
borrower should not transfer or assign its any rights or obligations under this
letter without written consent of the lender in advance.

    


    The
lender can transfer or assign its all or part rights and/or obligations under
this letter and can therefore inform Allianz Guangzhou, transferee or assignee
with information related to the borrower and account receivable known by the
lender. It has legal validity to the borrower once informing the borrower in
written of such transfer or assign.

    


    25.
Notice and delivery:

    Any
notice, requirement, instruction or other documents under this letter or related
to this letter should be made in written form and delivered to following
addresses or no., or the party should notice any alternative address or no. of
the other party at least 5 bank working days in advance:

    


    To the
borrower: Zhengzhou Shenyang Science & Technology Co., Ltd.

                  Addressee:
Zhong Bo

                  Post:
Board Chairman

                  Address:
No. 90, Gongren Road., Zhengzhou City, Henan Province, China

                  Post
Code: 450007

                  Fax:
86-0371 6771 3121

                  Tel:
86-0371 6797 9600

    


    To the
lender: Raiffeisen Zentralbank Oesterreich AG Beijing Branch

                  Addressee:
Monika Goluch

                  Post:
Account Manager of Marketing Department

                  Address:
Room 200, St. Regis Hotel, Beijing, No. 21, Jianguomen Wai Street,

                         Beijing,
China

                  Post
Code: 100020

                  Fax:
86-010 6532 5926

                  Tel:
86-010 6532 3388 /extension 356


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Any
notice, requirement, instruction or other documents issued by any party to the
other party under this letter or about this letter should be deemed to be
delivery under following clauses:

    
      	
              (1)

            	
              If
      it is delivered by a specific person or express delivery, then it is at
      the time of actually receiving; or

            


    

    
      	
              (2)

            	
              If
      it is delivered by fax, then it is at the time of the second bank working
      day from the fax delivering to the fax no. provided by the borrower;
      or

            


    

    
      	
              (3)

            	
              If
      it is delivered by letter, then it is at the time of the fifth bank
      working day from the letter being putting into the envelope signed with
      the correct address of the other party and sent off in the form of postage
      pre-paid.

            


    

    


    Notwithstanding
the above, withdrawal request, prepayment notice and reminder notice issued by
the lender etc under this letter should be delivered to the other party in the
form of delivered by specially-assigned person and deemed to be delivery only
after the formal receipt of the other party.

    


    All
instructions and notices delivered to the lender by the borrower in the form of
fax should be legal responsibilities of the borrower. The borrower should bear
all responsibilities for any losses or damages probably caused by instructions
delivered in the form of fax, including losses or damages caused by improper or
multiple deliveries. The borrower herein promises to make compensation in full
for losses or damages caused by above clauses to the lender.

    


    26.
General Clauses:

    The
borrower should sign and affix the official seal in this letter to affirm that
it has accepted all clauses required by this letter, and return to the lender
along with the decision of stockholders' conference or directorate within 14
days from the date signed in the first page of this letter.

    


    Once
signed, this letter will replace all former agreements, letters, correspondence,
discussions and meetings (include Financing Agreement of Account
Receivable of No. 200708310012660001) related to the line. And if there
is disagreement, should subject to this letter.

    


    The
invalidation of one clause in this letter will not influence the effect of other
clauses herein. Any invalid clauses will be replaced by valid clauses most
approaching to invalid clauses legally and should fully consider economic
benefit of each party.

    


    The
lender has submitted the borrower to pay special attention to all clauses
related to its rights and obligations and understand them comprehensively and
accurately. The understanding of the two parties about clauses of this letter is
completely consistent.

    


    
      	
              Best
      Regards

            
	 
      
	
              Raiffeisen
      Zentralbank Oesterreich AG Beijing Branch

            
	
              Monika
      Goluch (Signature)

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Authorization
Representative (Sealed): Raiffeisen Zentralbank Oesterreich AG Beijing
Branch

    


    Zhengzhou
Shenyang Science & Technology Co., Ltd. (official seal): Zhengzhou Shenyang
Science & Technology Co., Ltd.

    Legal
Representative or Authorized Representative (Signature): Zhong Bo

    


    Affirmed
by following parties:

    


    The
lender has submitted following parties to pay special attention to all clauses
related to their rights and obligations and has made corresponding detailed
explanation meeting the requirements of various parties. Each party has no
dissent to all contents under this letter and their understanding about the
contents is completely consistent.

    


    Individual
Warrantor:

    Zhong
Bo

    


    Zhong Bo
(Signature)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
I

    


    Withdrawal
Request

    


    Addresser:
Zhengzhou Shenyang Science & Technology Co., Ltd.

    


    To:  Raiffeisen
Zentralbank Oesterreich AG Beijing Branch

                 Ms.
Monika Goluch

                 Fax:
86-010 6532 5926

    


    Date:

    


    Yours
Sincerely:

    


    
      	
               
      

            	
              1.

            	
              As
      to the Line Letter of No. 200801040012660001 signed on Jan. 4, 2008 and
      any amendments, supplements or other modified agreements (hereinafter
      referred to as “Line Letter”) signed thereafter by our party (as the
      “borrower”) and Raiffeisen Zentralbank Oesterreich AG Beijing Branch (as
      the “lender”). Clauses defined in Line Letter have the same connotations
      in this Withdrawal Request.

            


    

    
      	
               
      

            	
              2.

            	
              Our
      party herein issues this Withdrawal Request to your bank as per Line
      Letter and hopes to withdraw the loan of the sum of ____  on date
      of    (hereinafter
      referred to as “Withdrawal Day”) for the purpose of  . The
      maturity date of the loan is

            


    

    __  and the term
of the loan is __  days. Please
remit the withdrawal loan to the account opened by our party in your bank
and the account number is ___ . According to
relevant requirements of Line Letter, our party should pay corresponding
interest of the loan on Withdrawal Day. If our party can not pay the interest in
full before 11:00 AM on Withdrawal Day, then our party herein irrepealably
authorizes your bank to directly deduct the interest payable of our party from
any account opened by our party in your bank.

    
      	
               
      

            	
              3.

            	
              Repayment
      fund resource of above loan is following account receivable. The details
      of the account receivable are as
follows:

            


    

    Commercial
Invoice No.:

    Sum:

    Maturity
Date (Date of Payment):

    Goods:

    Delivery
Date:

    Name of
Bargainee:

    Transportation:
from         to

    Bank
Account of Bargainee (for the convenience of your bank):

    Attached
documents related to this account receivable:

    
      
        
          
            
              
                	
                        Copies
      of Invoice

                      	 	
                        Copies
      of Bill of Lading

                      	 	
                        Purchase
      Contract

                      
	 
      	 	 
      	 	 
      


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.

            	
              When
      above loan comes to its maturity as per Line Letter, your bank has the
      right to directly deduct relevant funds from any account opened by our
      party in your bank.

            


    

    
      	
               
      

            	
              5.

            	
              Our
      party hereby affirms to your bank: there is no default event or potential
      default event under Line Letter till the day of the issuing of this
      Withdrawal Request. And our party further affirms: statements and
      guarantees in the Line Letter are still correct in all respects till the
      day of the issuing of this Withdrawal Request. All promising items
      required in the Line Letter have been conformed to execute and all
      applicable preconditions have been
met.

            


    

    
      	
               
      

            	
              6.

            	
              Our
      party herein irrepealably affirms and ensures that our party has informed
      or is to inform the bargainee to directly remit above account receivable
      to supervision account.

            


    

    
      	
               
      

            	
              7.

            	
              Our
      party hereby declare: till the day of the issuing of this Withdrawal
      Request, our party has not violated the credit insurance produced by
      Allianz Insurance Company Guangzhou Branch with the beneficiary of your
      bank and the insurance number of 101-1-801-07-000009-000-00 and all
      clauses, regulations (include regulations and clauses obeyed by Allianz
      Insurance Company Guangzhou Branch when providing insurance limit),
      responsibilities and obligations listed in its relevant documents as well
      as its relevant regulations. And our party will not violate any clause,
      regulation, responsibility, obligation and its relevant regulations
      before-mentioned during term of the
loan.

            


    

    


           Best
Regards

                       Borrower:
Zhengzhou Shenyang Science & Technology Co., Ltd. (Sealed)

                       Signature:
_______ 

                                Legal
Representative or Authorized Representative


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AppendixII

    


    Due Bill
of Loan

    
      
        
          
            
              	
                      Due
      Bill No.:

                    	 
      	 
      


            

          

        

      

    

    


             As
per the Line Letter of No. 200801040012660001 signed on Jan. 4, 2008 and any
amendment, alteration or complementation agreements signed thereafter by the two
parties【Total
Amount of the loan is RMB FIFTY MILLION YUAN (in Fingers: RMB
50,000,000.00 Yuan), has loaned
RMB_______Yuan(in Fingers:
____)】. Here the
borrower(Zhengzhou Shenyang
Science & Technology Co., Ltd.)loans
RMB____Yuan(in Fingers: RMB_____) (when words disagree with fingers, subject to
words) from the lender (Raiffeisen Zentralbank Oesterreich AG Beijing Branch)
for the purpose of_____. The term of the loan is from the date of _____ to the
date of ______.

    


    Monthly
Interest Rate:_____‰

    


    All
matters concerned should be performed as per requirements of above Line Letter
clauses, hereby drafted as evidence.

    


    
      
        	
                Borrower:

              	 
      	 
      	
                (Official
      Seal)

              


      

    

    


    Legal
Representative (or Authorized Agent): _______

     (Autographed
and Stamped)

    


    
      
        
          
            	
                    Date: