Exhibit 10.1 






Execution Version 










DEED OF GUARANTEE 











by 









CHINA HOUSING AND LAND
DEVELOPMENT, INC. 











Dated November 5, 2008 












Xi ‘an Baqiao
Project 





































TABLE OF CONTENTS 




	Clause			Page
			
	1.	 	 	INTERPRETATION	 	 	 	1	 
	 		
	2.	 	 	GUARANTEE	 	 	 	3	 
	 		
	3.	 	 	REINSTATEMENT	 	 	 	5	 
	 		
	4.	 	 	NATURE OF GUARANTEE AND WAIVER OF DEFENCES	 	 	 	5	 
	 		
	5.	 	 	REPRESENTATIONS AND WARRANTIES	 	 	 	8	 
	 		
	6.	 	 	UNDERTAKINGS	 	 	 	10	 
	 		
	7.	 	 	PERSONAL LIABILITY	 	 	 	12	 
	 		
	8.	 	 	POWER OF ATTORNEY	 	 	 	12	 
	 		
	9.	 	 	CLAIMS BY THE GUARANTOR	 	 	 	13	 
	 		
	10.	 	 	TAXES AND OTHER DEDUCTIONS	 	 	 	13	 
	 		
	11.	 	 	FEES, COSTS, EXPENSES AND INTEREST	 	 	 	13	 
	 		
	12.	 	 	INDEMNITY	 	 	 	14	 
	 		
	13.	 	 	MISCELLANEOUS	 	 	 	16	 
	 		
	14.	 	 	NOTICES	 	 	 	16	 
	 		
	15.	 	 	SEVERABILITY	 	 	 	16	 
	 		
	16.	 	 	AMENDMENTS AND WAIVERS	 	 	 	17	 
	 		
	17.	 	 	SET-OFF	 	 	 	17	 
	 		
	18.	 	 	CHANGES TO THE PARTIES	 	 	 	17	 
	 		
	19.	 	 	GOVERNING LAW	 	 	 	17	 
	 		
	20.	 	 	ENFORCEMENT	 	 	 	17	 
	 		
			


















THIS DEED OF GUARANTEE (the “DEED”)
 is dated November 5, 2008 and is made BY: 



	(1)	CHINA
HOUSING AND LAND DEVELOPMENT, INC.,  a corporation established under
               the laws of the State of Nevada, the United States of America, with its
               registered address at 1000 E William ST., Suite 204 Carson City, NV
89701-3108,                the United States of America (the “Guarantor”). 






IN FAVOUR OF: 



	(2)	SUCCESS
HILL INVESTMENTS LIMITED,  a company incorporated under the laws                of the
Hong Kong Special Administrative Region (“Hong Kong”),  with its
registered address at Flat/RM 1508, 15/F, Hing Yip Commercial                Centre,
272-284 Des Voeux Road Central, Hong Kong (the “HK SPV”);  and  






	(3)	Prax
Capital Real Estate Holding Limited,  a company established under the
               laws of Hong Kong, with its registered address at Flat/RM 1508, 15/F, Hing
Yip                Commercial Centre, 272-284 Des Voeux Road Central, Hong Kong (“Prax”,
 together with the HK SPV, the “Beneficiaries”,  and each a “Beneficiary”). 






NOW THIS DEED WITNESSES  as
follows:  



	1.  	INTERPRETATION  






	1.1  	Definitions  






	 	
In
this Deed, except where the context otherwise requires:  






        “Affiliate”
 shall have the meaning attributed to such term in the Shareholders Agreement. 



	 	
“Aggregate
Development Cost” means any and all costs and expenses incurred to cause the
Project to be Completed including all Construction Costs and any other costs and expenses
incurred or otherwise payable by or on behalf of the Project Company in connection with
(i) the due diligence for, and the bidding and acquisition of, the Target Land, (ii)the
design and engineering of the Project, (iii) any and all permits, licenses,
authorizations and other governmental approvals obtained by or on behalf of the Company
in connection with the acquisition of the Target Land and the development and
construction of the Target Land, (iv) the construction of the project on the Target Land
and any related on-site and off-site improvements and infrastructure (including all
amounts payable to the general contractor, subcontractors, suppliers and other persons
providing work, services, material of equipment for the Project), and (v) interest on any
of the amounts described in this definition payable under the Onshore Financing or other
financing obtained by the Project Company for the development and construction of the
Project.  






	 	
“CHL
SPV” means Assets Management Limited, a company established or to be established
under the laws of the British Virgin Islands.  






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“Class
A Shareholders” shall have the meaning ascribed to it in the Shareholders
Agreement.  






	 	
“Class
B Shareholders” shall have the meaning ascribed to it in the Shareholders
Agreement.  






	 	
“Construction
Cost” means the aggregate of (i) any amount incurred or paid to any contractor or
sub-contractor in respect of site preparation, foundation, substructure, finishings,
infrastructure and other miscellaneous works of the Project, or to any supplier for or in
respect of work done, or materials or goods supplied, in connection with the construction
of the Project and in connection with making the Project fit for occupation and (ii) any
other amounts (including professional fees and other expenses in connection with the
Project) which, in the opinion of the Beneficiaries, need to be incurred by the Project
Company in order to finally Complete the construction of the Project and cause the
Project to receive a duly issued and approved Project Completion Filing Form from the
applicable PRC government authorities.  






	 	
“Discharge
Event” means the completion of the Class B Shareholders’ purchase of Class A
Shares pursuant to Section 6.1 of the Shareholders Agreement (as evidenced by the Class A
Shareholders’ receipt in full of the Exit Price).  






	 	
“Exit
Price” shall have the meaning ascribed to it in the Shareholders Agreement.  






	 	
“Final
Plans and Specifications” means those final plans and specifications for the
construction and development of the Project, in the form approved by applicable PRC
governmental authorities and approved in writing by Prax.  






	 	
“Framework
Agreement” means that certain Framework Agreement entered into by and among the
Guarantor, New Land and Prax on the even date hereof.  






	 	
“Guaranteed
Obligations” shall have the meaning ascribed to it in Clause 2.1 of this Deed.  






	 	
“New
Land Share Purchase” shall have the meaning ascribed to it in the Shareholders
Agreement.  






	 	
“Obligors” means,
collectively, New Land (and any third party succeeding to New Land’s interest in the
Project Company) and the CHL SPV (and any Class B Shareholders succeeding to CHL SPV’s
interest in the HK SPV); and “Obligor” shall mean one of the Obligors.  






	 	
“Project” means
the real estate development project, predominantly including residential buildings but
also including a commercial area component, that the Project Company will own, develop,
construct, manage and operate on the Target Land.  






	 	
“Put
Option” shall have the meaning ascribed to it in the Shareholders Agreement.  






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	1.2 	Construction  






	 	(a)  	Initially
capitalised terms in this Deed have, unless expressly defined
                    otherwise in this Deed, the same meaning attributed to such terms in
the                     Framework Agreement.  






	 	(b)  	For
the purposes of this Deed, the construction works of the Project shall be
                    deemed to have been “Completed” upon, and the terms
“Complete” and “Completion” shall mean, (i)
                    the issuance of a Project Completion Filing Form (Chinese
 characters) with respect to all
of the                     units for the Project duly completed and approved by all
relevant government                     authorities in PRC, (ii)the production of
satisfactory evidence to Prax                     confirming that the Construction Costs
have been fully settled, and (iii) the                     issuance of written
confirmation from Prax that the Project’s improvements                     conform
to the Final Plans and Specifications.  






	 	(c)  	A
“person” shall be construed as a reference to any person, firm,
                    company, corporation, government, state or agency of a state or any
association                     or partnership (whether or not having separate legal
personality), or two (2) or                     more of the foregoing.  






	 	(d)  	The
terms “include” and “including” shall be
                    construed as if followed by the phrase “without limitation”.  






	2.  	GUARANTEE  






	2.1  	Guaranteed
Obligations  






	 	
The
Guarantor hereby irrevocably and unconditionally covenants and undertakes to cause the
parties named in this Clause 2.1 to fully and timely perform the following obligations
(collectively, the “Guaranteed Obligations”): 






	 	(a)  	the
Project Company shall develop, construct and sell (including effecting
                    pre-sales), or cause to be developed, constructed and sold, the
Project and its                     residential units in accordance with the relevant
milestones and time periods                     set forth in the Approved Budget and
Business Plan;  






	 	(b)  	New
Land shall fund or otherwise provide the Funded Pre-Construction Costs to
                    the Project Company in accordance with the Framework Agreement, the
Approved                     Budget and Business Plan and the Joint Venture Agreement;  






	 	(c)  	the
Project Company shall cause the Project to be Completed for an Aggregate
                    Development Cost that does not exceed the equivalent amount or
amounts specified                     in the Approved Budget and Business Plan (as
adjusted or otherwise amended by                     the respective board of directors of
the HK SPV and the Project Company pursuant                     to the Shareholders’ Agreement
and/or the Joint Venture Agreement, as                     applicable, the “Budgeted
Development Costs”); 






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	 	(d)  	if
the Class A Shareholders exercise the Put Option under the Shareholders
                    Agreement, CHL SPV (or any Class B Shareholders succeeding to CHL SPV’s
                    interest in the HK SPV) shall timely purchase, or cause another
affiliate of the                     Guarantor to purchase, from the Class A Shareholders
all of the Class A Shares                     for the Exit Price, pay the Exit Price and
timely perform its other covenants                     and obligations under the
Shareholders Agreement in connection with such                     purchase;  






	 	(e)  	the
Project Company shall, and the CHL SPV (or any Class B Shareholders
                    succeeding to the CHL SPV’s interest in the HK SPV) shall cause
the Project                     Company to, distribute the profits of the Project Company
to the HK SPV strictly                     in accordance with the provisions of the Joint
Venture Agreement and the Project                     Company Articles of Association;  






	 	(f)  	The
HK SPV shall, and the CHL SPV (or any Class B Shareholders succeeding to the
                    CHL SPV’s interest in the HK SPV) shall cause the HK SPV to,
distribute the                     profits of the HK SPV to the Class A Shareholders
strictly in accordance with                     the provisions of the Shareholders
Agreement; and  






	 	(g)  	the
CHL SPV (or any Class B Shareholders succeeding to the CHL SPV’s
                    interest in the HK SPV) shall cause the officers and directors of the
HK SPV and                     the Project Company appointed by, or appointed in the
direction of, the CHL SPV                     (or any Class B Shareholders succeeding to
the CHL SPV’s interest in the HK                     SPV) to take such actions and
execution such documents and instruments to effect                     the distributions
referred to in sub-sections (e) and (f) above.  






	2.2  	Remedies  






	 	(a)  	The
Guarantor acknowledges that if the Guaranteed Obligations are not fully
                    performed as provided in Clause 2.1 by the Obligors, then the
Guarantor                     personally shall perform the Guaranteed Obligations, or
cause the Guaranteed                     Obligations to be performed. If the Guarantor
fails to timely and fully perform                     its obligations under this Deed
within the time period designated by any                     Beneficiary in its sole
discretion after such Beneficiary delivers a written                     notice to the
Guarantor, then the following shall apply:  






	 	(i)  	Any
Beneficiary shall be at liberty to apply to an arbitration panel in           accordance
with Clause 20.1 below for a mandatory order declaring the Guarantor           to be
liable as aforesaid and ordering it to specifically perform its           contractual
obligations hereunder.  






	 	(ii)  	If
the Aggregate Development Costs exceed the Budgeted Development Costs, such
          excess shall be paid by the Guarantor or its subsidiaries to the HK SPV or the
          Project Company (at the direction of Prax in its sole discretion) upon demand
by           any Beneficiary.  






	 	(iii)  	If
by reason of the Guarantor’s failure, neglect or refusal to perform, or
          cause to be performed, the Guaranteed Obligations and its other obligations
          under this Deed, any Beneficiary elects to incur expenses  






4 













	 	
whether
by making payment to the Project Company, the HK SPV or to any other parties to ensure
Completion of the Project following a breach by the Guarantor of its obligations
hereunder, such expenses shall forthwith be recoverable from the Guarantor as damages. 






	 	(iv)  	The
Beneficiaries shall be at liberty to claim damages from the Guarantor either           by
way of primary remedy (without seeking a mandatory order as aforesaid) or (in
          case any Beneficiary does seek a mandatory order as aforesaid but the courts
          shall decline to make such order) as an alternative to a mandatory order.  






	3.  	REINSTATEMENT  






	3.1  	Reinstatement  






	 	
If
any payment by any Obligor is avoided or reduced (the “Reduced Amount”)  for
any reason including, without limitation, as a result of insolvency, bankruptcy, breach
of fiduciary or statutory duties or any similar event with respect to any person:  






	 	(a)  	the
liability of the Guarantor shall continue and/or be reinstated, as
                    applicable, as if the payment, discharge, avoidance or reduction of
the Reduced                     Amount had not occurred; and  






	 	(b)  	the
Beneficiaries shall be entitled to recover the value or amount of that
                    payment from the applicable Obligor and the Guarantor, if the payment
is a                     payment the Guarantor is required to tender hereunder, as if the
payment,                     discharge, avoidance or reduction of the Reduced Amount had
not occurred.  






	4.  	NATURE
OF GUARANTEE AND WAIVER OF DEFENCES  






	4.1 	Continuing
Guarantee  






	 	
This
Deed shall be, and will at all time hereafter, be a continuing guarantee. It shall not be
revoked by the Guarantor and, subject to the provisions of Clauses 3.2 and 3.3 above,
shall remain effective until a Discharge Event has occurred, as reasonably determined by
the Beneficiaries. The fact that at any time or from time to time the obligations under
this Deed may be increased or reduced shall not release or discharge the obligations of
the Guarantor hereunder to the Beneficiaries.  






	4.2 	Additional
Security  






	 	
The
obligations of the Guarantor hereunder are in addition to, and are independent of and
shall not be in any way prejudiced by, any other indemnity, guarantee or security now or
subsequently held by any Beneficiaries in respect of the transactions contemplated under
the Framework Agreement and the other Transaction Documents.  






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	4.3 	Protective
Provisions  






	 	
This
Deed is an independent, irrevocable, absolute and continuing guarantee against
non-payment and non-performance and not a guaranty of collection. Neither the liability
of the Guarantor nor the validity or enforce ability of this Deed shall be prejudiced,
affected or discharged by, and the Guarantor hereby irrevocably waives any defences it
may now or hereafter have in any way relating to, any of the following:  






	 	(a)  	the
granting of any time, indulgence, concession, compromise, waiver or consent
                    whatsoever at any time given to any Obligor or any other person;  






	 	(b)  	any
amendment, modification or variation of any Transaction Document or any
                    other agreement;  






	 	(c)  	any
change in the time, manner or place of payment of, or in any other term of,
                    the Transaction Document or any other amendment or waiver of or
consent to any                     departure from any Transaction Document (other than
this Deed);  






	 	(d)  	the
illegality, invalidity or unenforceability of any obligation or liability of
                    any Obligor or any other person;  






	 	(e)  	the
invalidity or irregularity in the execution of any Transaction Document or
                    any other agreement;  






	 	(f)  	any
lack of or deficiency in the powers of any Obligor or any other person to
                    enter into or perform any of its obligations or liabilities under any
                    Transaction Document or any other agreement or any irregularity in
the exercise                     thereof or any lack of or deficiency in authority by any
person purporting to                     act on behalf of any Obligor or any other
person;  






	 	(g)  	the
insolvency, liquidation, incapacity, disability, limitation, change of
                    constitution or status, death, or bankruptcy of any Obligor or any
other person;  






	 	(h)  	any
other Transaction Document, indemnity, guarantee or other security or right
                    or remedy being or becoming held by or available to the
Beneficiaries, or by any                     of the same being or becoming wholly or
partly void, voidable, unenforceable or                     impaired, or by the
Beneficiaries at any time exercising or failing to exercise,
                    releasing, refraining from enforcing, varying or in any other way
dealing with                     any of the same, or any power, right, remedy or security
the Beneficiaries may                     now or hereafter have from or against any
Obligor or any other person;  






	 	(i)  	any
release, waiver, exercise, omission to exercise or renewal of any rights
                    against any Obligor or any other person or any compromise,
arrangement or                     settlement with any of the same;  






	 	(j)  	any
change, restructuring or termination of the company or corporate structure
                    or existence of any Obligor or any other person;  






6 













	 	(k)  	any
defence based on applicable statutes of limitations, or any existence or
                    reliance on any representation by the Beneficiaries, or any other
circumstance                     that might otherwise constitute a defence available to,
or a discharge of any                     Obligor or any other person;  






	 	(1)  	any
failure of the Beneficiaries to disclose to the Guarantor or any other
                    person any information relating to the financial condition,
operations,                     properties or prospects of any Obligor or any person now
or in the future known                     to the Beneficiaries (the Guarantor waiving
any duty on the part of any                     Beneficiary to disclose such
information); and/or  






	 	(m)  	any
act, omission, matter, circumstance or event which would or may, but for the
                    provisions of this Clause 4.3, operate to impair, prejudice,
discharge or                     otherwise affect this Deed or the obligations or
liabilities of the Guarantor                     hereunder.  






	4.4 	Additional
Waivers of Defences  






	 	(a) 	       The
Guarantor further waives for the benefit of the Beneficiaries:  






	 	(i)  	any
right to require the Beneficiaries to proceed against any Obligor or to           pursue
any other remedy in its powers;  






	 	(ii)  	any
defence based on any statute or rule of law which provides that the           obligation
of a surety must be neither larger in amount nor in any other aspects           more
burdensome than that of a principal;  






	 	(iii)  	demands,
presentments, protests and notices of any kind (except for notices           expressly
required to be given under this Deed), including, without limiting the
          generality of the foregoing, notice of the existence, creation or incurring of
          new or additional indebtedness or of any action or non-action on the part of
any           Obligor under the Transaction Documents or any other instrument, or any
other           person whosoever, in connection with any obligation or evidence of
indebtedness           held by the Beneficiaries under the Transaction Documents;  






	 	(iv)  	any
right of subrogation and any right to enforce any remedy which any           Beneficiary
now has or may hereafter have against any Obligor and any benefit           of, and any
right to participate in, any security now or hereafter held by the
          Beneficiaries; provided, however, the Guarantor’s right of subrogation
          against the Obligors shall be re-instated after the Guaranteed Obligations have
          been fully performed and the Guarantor’s obligations under this Deed have
          been fully performed; and  






	 	(v)  	to
the fullest extent permitted by applicable Laws, any defences or benefits           that
may be derived from or afforded by any principles or provisions of law,
          statutory or otherwise, which limit the liability of or exonerate indemnifiers,
          guarantors or sureties, or which may conflict with the terms of this Deed.  






7 













	 	(b)  	The
Guarantor, by execution hereof, represents to the Beneficiaries that the
                    relationship between the Guarantor and each Obligor is such that the
Guarantor                     has access to all relevant facts and information concerning
the Project and each                     Obligor, and that the Beneficiaries can rely
upon the Guarantor having such                     access. The Guarantor hereby waives
and agrees not to assert any duty on the                     part of the Beneficiaries to
disclose to the Guarantor any facts that it may now                     or hereafter know
about the Project or each Obligor, regardless of whether the
                    Beneficiaries have reason to believe that any such facts materially
increase the                     risk beyond that which the Guarantor intends to assume,
or have reason to                     believe that such facts are unknown to the
Guarantor, or have a reasonable                     opportunity to communicate such facts
to the Guarantor. The Guarantor is fully                     responsible for being and
keeping informed of the financial condition of the                     Obligors and all
circumstances bearing on the risk of delay of construction and
                    development of the Project. The Guarantor further acknowledges that
it will                     receive substantial direct and indirect benefits from the
transactions                     contemplated by the Transaction Documents and that the
waivers set forth in this                     clause and in any other provision of this
Deed are knowingly made in                     contemplation of such benefits.  






	 	(c)  	This
Deed (or any provision hereof) may be enforced, and any demand hereunder
                    may be made, without the Beneficiaries first having recourse to any
other                     security or rights, or taking any other steps or proceedings
against any                     Obligor. Further, this Deed may be enforced for any
balance due after resorting                     to any one or more other means of
obtaining payment or discharge of the monies,                     obligations and
liabilities secured hereby. In connection therewith and in
                    furtherance thereof, the Guarantor hereby expressly waives any right
it may have                     to first require the Beneficiaries to proceed against or
enforce any other                     rights or claim payment from any person before
claiming from the Guarantor under                     this Deed.  






	5.  	REPRESENTATIONS
AND WARRANTIES 






	 	
The
Guarantor hereby makes the representations and warranties set out in this Clause to each
Beneficiary as of the date of this Deed.  






	5.1 	Status  






	 	
The
Guarantor is a corporation, duly incorporated and validly existing under the laws of the
State of Nevada, the United States of America and has the power to own its assets and
carry on its business as it is being conducted. CHL SPV is a wholly-owned subsidiary of
CHL.  






	5.2 	Powers
and Authority  






	 	
The
Guarantor has the power to enter into, perform and deliver, and has taken all necessary
action to authorise the entry into, and the performance and delivery of, this Deed and
the transactions contemplated by this Deed.  






8 













	5.3 	Legal
Validity  






	 	(a)  	This
Deed is legally binding, valid and enforceable against the Guarantor in
                    accordance with its terms.  






	 	(b)  	This
Deed is in the proper form for its enforcement in the jurisdiction of the
                    Guarantor’s incorporation and the jurisdictions where the
Guarantor has                     material assets.  






	5.4 	Non-conflict  






	 	
The
Guarantor’s execution and delivery of this Deed, and its performance of the
transactions and obligations specified in this Deed, do not and will not conflict with:  






	 	(a) 	         any
of the Laws applicable to the Guarantor;  






	 	(b)  	the
Guarantor’s constitutional documents; or  






	 	(c)  	any
document which is binding upon the Guarantor or any of its assets.  






	5.5 	No
Default  






	 	(a)  	No
default is outstanding or will result from the Guarantor’s entry into
                    of, or the Guarantor’s performance of any transaction
contemplated by, this                     Deed.  






	 	(b)  	No
other event or circumstance is outstanding which constitutes a default, or
                    with the giving of written notice and for the passage of time would
constitute a                     default, of the Guarantor under any document which is
binding on the Guarantor                     or any of its assets.  






	5.6  	Authorisations  






	 	
All
authorisations required by the Guarantor in connection with the entry into, validity and
enforce ability of this Deed, and the Guarantor’s performance of the transactions
contemplated by, this Deed have been obtained or effected (as appropriate) and are in
full force and effect.  






	5.7 	Litigation  






	 	
No
litigation, arbitration or administrative proceedings are current or, to the Guarantor’s
knowledge, pending or threatened, which either question the legality, validity or
propriety of this Deed, or could materially affect the Guarantor’s ability to carry
out its obligations hereunder.  






	5.8  	Ranking  






	 	
The
Guarantor’s payment obligations under this Deed rank at least part passu with
the claims of all its other present and future unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by Laws applying to companies generally.  






9 













	5.9 	Immunity  






	 	(a)  	The
Guarantor’s execution and delivery of this Deed constitutes, and the
                    Guarantor’s performance of its obligations under this Deed will
constitute,                     private and commercial acts performed for private and
commercial purposes.  






	 	(b)  	The
Guarantor will not be entitled to claim immunity from suit, execution,
                    attachment or other legal process in any proceedings taken in its
jurisdiction                     of incorporation in relation to this Deed.  






	5.10  	Validity
and Admissibility in Evidence  






	 	
All
authorisations required or desirable:  






	 	(a)  	to
enable the Guarantor lawfully to enter into and comply with its obligations
               in this Deed;  






	 	(b)  	to
make this Deed admissible in evidence in the Guarantor’s jurisdiction of
               incorporation and the jurisdictions where the Guarantor has material
assets; and  






	 	(c)  	for
the Guarantor to carry on its business as currently carried on, have been
               obtained or effected by the Guarantor and are in full force and effect.  






	5.11  	Guarantor’s
Financial Conditions  






	 	
As
of the date hereof, and after giving effect to this Deed and the contingent obligation
evidenced hereby, the Guarantor is, and will be, solvent, and has and will have assets
which, fairly valued, exceed its obligations, liabilities (including contingent
liabilities) and debts, and has and will have property and assets sufficient to satisfy
and repay its obligations and liabilities  






	5.12  	Survival  






	 	
The
representations and warranties of the Guarantor made in this Deed are continuing
representations and warranties and shall survive the execution of this Deed.  






	5.13  	Acknowledgement
of Reliance  






	 	
The
Guarantor acknowledges that the Beneficiaries and their Affiliates are entering into this
Deed and the other Transaction Documents to which they are parties in reliance upon the
representations and warranties contained in this Clause 5.  






	6.  	UNDERTAKINGS  






	6.1  	Affirmative
Undertakings  






	 	
The
Guarantor undertakes and agrees with each Beneficiary throughout the continuance of this
Deed that it shall undertake and perform each of the following:  






10 













	 	(a) 	         the
Guarantor shall supply to Prax:  






	 	(A)  	its
audited financial statements for each of its financial years within one           hundred
twenty (120) days after the end of the relevant financial year; and  






	 	(B)  	its
unaudited financial statements for the first half-year of each of its           financial
years within sixty (60) days after the end of the relevant financial           period;  






	 	(b)  	the
Guarantor shall make all payments and perform all of its obligations under
                    this Deed in accordance with the terms of this Deed;  






	 	(C)  	the
Guarantor shall preserve and keep in full force and effect its existence as
                    a corporation incorporated under the Laws of the State of Nevada,
United States                     of America or of any other State of the United States
of America, and all                     material franchises, rights and privileges under
the Laws of the jurisdiction of                     its formation, and all material
qualifications, licenses and permits applicable                     to the ownership,
administration and management of its assets;  






	 	(d)  	at
all times, the Guarantor shall comply with all restrictions and limitations
                    in its organizational documents;  






	 	(e)  	the
Guarantor shall obtain and maintain in full force and effect all
                    authorisations from time to time required from any governmental or
other                     authorities or from any of its shareholders or creditors for or
in connection                     with the execution, validity and performance of this
Deed, and take immediate                     steps to obtain and thereafter maintain in
full force and effect any other                     authorisations which may become
necessary or advisable for any of the foregoing                     purposes and comply
with all conditions attached to all authorisations obtained;  






	 	(f)  	the
Guarantor shall remain a publicly listed company on the National Association
                    of Securities Dealers Automated Quotation System (NASDAQ) stock
exchange or such                     other national stock exchange of the United States
of America acceptable to the                     Beneficiaries; and  






	 	(g)  	the
Guarantor’s obligations under this Deed at all times shall rank at
                    least part passu with all of its unsecured and
unsubordinated                     obligations, except for obligations mandatorily
preferred by Laws applying to                     companies generally.  






	6.2  	Negative
Undertakings  






	 	
The
Guarantor hereby covenants and undertakes with the Beneficiaries that, at any time prior
to the occurrence of the Discharge Events:  






	 	(a)  	the
CHL SPV shall remain a wholly (i.e. 100%) owned direct subsidiary of the
                    Guarantor;  






11 















	 	(b)  	upon
the proposed occurrence of (i) any sale, transfer, assignment or other
                    disposition of all or substantially all of the assets of CHL or (ii)
any merger,                     reorganization or consolidation of CHL (each of such
event or transaction, the “Proposed Transaction”),  CHL shall,
immediately after the board                     of directors and shareholders’ meeting
(or similar organ with the authority                     to approve such transaction)
approve such Proposed Transaction, notify Prax of                     the details of the
Proposed Transaction in the form and substance reasonably                     acceptable
to Prax for Prax’s review; provided that the Proposed
                    Transaction does not have materially adverse affect on the
Beneficiaries’                    interests and rights under the Transaction
Documents and any transferee,                     assignee or successor in the Proposed
Transaction have provided Prax with                     written undertakings reasonably
acceptable to Prax that it shall continue to                     perform, and cause its
Affiliates to continue to perform, this Deed and the                     relevant
Transaction Documents, Prax shall not unreasonably exercise its rights
                    to revoke or object to the Proposed Transaction and, if Prax does not
serve any                     notice of revocation of or objection to the Proposed
Transaction within ten (10)                     Business Days following its receipt of CHL’s
notification, Prax shall be                     deemed as waiving its right to revoke or
object to the Proposed Transaction;  






	 	(c)  	the
Guarantor shall not, and shall not consent to, the filing of any bankruptcy,
                    insolvency, insolvent corporate reorganization, insolvent company
arrangement,                     civil rehabilitation, special liquidation, moratorium,
readjustment of debt,                     appointment of a conservator, trustee,
supervisor, inspector or receiver, or                     similar debtor relief by any
Obligor; and  






	 	(d)  	the
Guarantor shall not, and shall not consent to, authorize or permit any
                    person to mortgage, pledge, assign for security purposes, sell,
convey, assign                     or transfer any direct or indirect ownership in any
Obligor.  






	7.  	PERSONAL
LIABILITY  






	 	(a)  	The
obligations, responsibility and liability on the part of the Guarantor
                    herein shall be personal to the Guarantor, and shall not be affected,
diminished                     or prejudiced by the release, discharge, surrender,
variation, substitution or                     dissipation of all or any portion of this
Deed.  






	 	(b)  	A
separate action or actions may be brought and prosecuted against the
                    Guarantor, whether or not any action is brought against any Obligor
or any other                     person, or whether or not any Obligor or any other
person is joined in such                     actions or actions.  






	8. 	POWER
OF ATTORNEY  






	 	
The
Guarantor hereby irrevocably appoints Prax (with full power of substitution) to be its
attorney in its name and on its behalf to, upon the Guarantor’s failure to timely
and fully perform its obligations under this Deed (after the expiration of the cure
period designated by the a Beneficiary pursuant to Clause 2.2(a) above), execute, sign,
do and perform all assurances, deeds, instruments, acts and things whatsoever which, in
the reasonable opinion of Prax, are necessary or expedient for the Guarantor to execute,
sign, do or perform for the purpose of carrying out any of the undertakings,  






12 













	 	
covenants
and obligations declared or imposed by this Deed upon the Guarantor or for giving to Prax
on behalf of the Guarantor the full benefit of any of the provisions hereof, and
generally to use the Guarantor’s name in the exercise of all or any of the rights,
remedies and powers conferred on the Guarantor including in particular, but without
prejudice to the generality of the foregoing, the right of recovery of any sums at any
time and from time to time due and payable, under or pursuant to this Deed. The Guarantor
covenants that it will ratify and confirm all that the attorney appointed pursuant to
this Clause shall lawfully do or cause to be done by virtue of these presents.  






	9.  	CLAIMS
BY THE GUARANTOR  






	 	
The
Guarantor represents to and undertakes with the Beneficiaries that it has not taken and
will not take any security in respect of its liability under this Deed from any Obligor.
So long as no Discharge Event has occurred, the Guarantor shall not exercise any right of
subrogation, contribution (including any right to seek contribution) or any other rights
of a surety, or enforce any security or other right or claim, against any Obligor (whether
in respect of its liability under this Deed or otherwise). In addition, until such time as
a Discharge Event has occurred, the Guarantor shall not assert a claim in the insolvency
or liquidation of Obligor in competition with the Beneficiaries. 






	10. 	TAXES
AND OTHER DEDUCTIONS 






	 	
All
sums payable by the Guarantor under this Deed shall be paid in full without set-off or
counterclaim or any restriction or condition and free and clear of any tax or other
deductions or withholdings of any nature. If the Guarantor or any other person is
required by any Law to make any deduction or withholding (on account of tax or otherwise)
from any payment for the account of the Beneficiaries, the Guarantor shall, together with
such payment, pay such additional amount as will ensure that the Beneficiaries receive
(free and clear of any tax or other deductions or withholdings) the full amount which it
would have received if no such deduction or withholding had been required. The Guarantor
shall promptly forward to the Beneficiaries copies of official receipts or other evidence
showing that the full amount of any such deduction or withholding has been paid over to
the relevant taxation or other authority.  






	11.  	FEES,
COSTS, EXPENSES AND INTEREST  






	11.1  	Costs,
Charges and Expenses  






	 	
The
Guarantor shall from time to time forthwith on demand pay to or reimburse each
Beneficiary for:  






	 	(a)  	all
costs, charges and expenses (including legal and other fees on a full
                    indemnity basis and all other out-of-pocket expenses) incurred by the
                    Beneficiaries in connection with the execution and registration of
this Deed,                     the preparation, execution and registration any other
documents required in  






13 













	 	
connection
herewith and/or any amendment to or extension of, or the giving of any consent or waiver
in connection with, this Deed or in releasing or reassigning this Deed; and  






	 	(b)  	all
costs, charges and expenses (including legal and other fees on a full
                    indemnity basis and all other out-of-pocket expenses) incurred by the
                    Beneficiaries in exercising any of its powers hereunder or in suing
for or                     seeking to recover any sums due hereunder or otherwise
preserving or enforcing                     its rights hereunder or in defending any
claims brought against the                     Beneficiaries in respect of this Deed.  






	11.2  	Interest  






	 	
The
Guarantor shall, with respect to all monies payable under this Deed, pay interest (on a
joint and several basis), accruing from the due date of such payment until the date of
such payment (whether before or after any demand or judgment and notwithstanding the
liquidation of the Guarantor or any Obligor) at a rate of ten percent (10 %) per annum,
compounded annually.  






	12.  	INDEMNITY  






	12.1  	General
Indemnity  






	 	(a)  	The
Guarantor shall indemnify, defend and hold each Beneficiary harmless from
                    and against any and all losses, liabilities, claims, damages,
expenses,                     obligations, penalties, actions, judgments, suits, costs or
disbursements of any                     kind or nature whatsoever, including the
Beneficiaries’ first party losses,                     all third party claims
against any of the Beneficiaries and any attorney’s                     fees,
directly or indirectly incurred or accruing by reason of (i) any failure
                    of any of the Obligors to fully and timely perform all of the
Guaranteed                     Obligations, (ii) any failure of the Guarantor to fully
and timely perform any                     of its obligations under this Deed, and (iii)
any acts performed by the                     Beneficiaries pursuant to the provisions of
this Deed (including without                     limitation Clause 8 hereof), except as a
result of such Beneficiary’s                     fraud, gross negligence or wilful
misconduct. All sums paid by the Guarantor                     pursuant to this Clause,
and all other sums expended by the Beneficiaries to                     which they shall
be entitled to be indemnified under or pursuant to this Deed,                     shall
be payable by the Guarantor to each Beneficiary upon demand.  






	12.2  	Currency
Indemnity  






	 	(a)  	If
an amount due to any Beneficiaries from the Guarantor in one currency (the
                    “first currency”) is received by the relevant Beneficiaries
in another                     currency (the “second currency”), the Guarantor’s
obligation to                     such Beneficiaries in respect of such amount shall only
be discharged to the                     extent that such Beneficiaries may purchase the
first currency with the second                     currency in accordance with normal
banking procedure. If the amount of the first                     currency which may be
so purchased (after deducting any costs of exchange and                     any other
related costs) is less than the amount so due, the Guarantor shall,
                    upon receiving written notice, indemnify such Beneficiary against the
shortfall.  






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	12.3  	The
Guarantor shall indemnify each Beneficiary as required under Clause 12.1 and 12.2 within
five (5) Business Days of their receipt of a written demand from any Beneficiary for
indemnity under this clause.  






	12.4  	The
indemnity obligation of the Guarantor under Clause 12.1 and 12.2 shall each be an
obligation of the Guarantor independent of, and in addition to, its other obligations
under this Deed and shall take effect notwithstanding any time or other concession
granted to any Obligor or any judgment or order being obtained or the filing of any claim
in the liquidation, dissolution or bankruptcy (or any similar proceeding) of any Obligor.  






	12.5  	Force
Majeure  






	 	(a)  	Scope
of Force Majeure.  Force majeure events include, but are not limited
                    to, acts of God, war, terrorism, civil commotion, riot, blockade or
embargo,                     delays of carriers, fire, explosion, labor dispute,
casualty, accident,                     earthquake, epidemic, flood, windstorm, or by
reason of any law, order,                     proclamation, regulation, ordinance,
demand, expropriation, requisition or                     requirement or any other act of
any governmental authority, including military                     action, court orders,
judgments or decrees, or any other cause beyond the                     reasonable
control of the Guarantor and each of the Obligors, whether or not
                    foreseeable. Notwithstanding the foregoing, the Guarantor’s or
any                     Obligor’s lack of funds, insolvency or difficulty in making
any payment or                     performing any indemnification obligation under this
Deed shall not constitute a                     force majeure event or entitle Guarantor
to any relief under this Clause 12.5.  






	 	(b)  	Notice. 
Should the Guarantor be prevented from performing the terms and
                    conditions of this Deed due to the occurrence of any force majeure
event, the                     Guarantor shall send notice to the Beneficiaries within
seven (7) days from the                     date on which the Guarantor has knowledge, or
should have knowledge of the                     occurrence of the force majeure event
stipulating the occurrence thereof and                     stating in the notice that
such event is an event of force majeure. The                     Guarantor’s failure
to deliver such notice prior to the expiration of the                     above seven-day
period shall constitute Guarantor’s affirmative and                     automatic
waiver of any right to obtain relief under this Clause 12.5 or any
                    similar defense or relief available under applicable law.  






	 	(c)  	Performance. 
Any delay or failure in performance of this Deed caused by a                     force
majeure event shall not constitute default by the Guarantor under this
                    Deed. Upon the occurrence of a force majeure event where notice has
been given                     by the Guarantor as required by Clause 12.5(b) above, the
Guarantor shall be                     excused from the performance of the obligation
only to the extent that such                     performance is prevented by the force
majeure event; provided, however (i) the                     Guarantor shall take, at its
sole cost and expense, those actions required by                     the Beneficiaries to
mitigate losses arising from the force majeure event,                     (ii) upon the
lapsing of the force majeure event, the Guarantor immediately shall
                    resume the performance of those obligations affected by such force
majeure                     event, and (iii) the Guarantor shall update the Beneficiaries
in a regular and                     diligent manner regarding the current status of the
force majeure event, the                     actions being taken by Guarantor to mitigate
losses arising from such force                     majeure event and the ending or
termination of the force majeure event.  






15 














	13.  	MISCELLANEOUS  






	13.1  	Certificates
and determinations  






	 	
Any
certification or determination by a Beneficiary of an amount under this Deed will be, in
the absence of manifest error, conclusive evidence of the matters to which it relates.  






	13.2  	Time  






	 	
Time
is of the essence of the Guarantor’s obligations under this Deed.  






	13.3  	Governing
Language  






	 	
This
Deed is written in both English and Chinese languages. Both versions shall be equally
valid and effective but, in the event of inconsistency between the two versions, the
English version shall prevail.  






	14.  	NOTICES  






	 	
All
notices or other communications under or in connection with this Deed shall be made in
writing and given in the manner set out in Article IX of the Framework Agreement, except
that (a) notices to the Guarantor shall be addressed using the contact information for
CHL specified in the Framework Agreement and (b) notices to the Beneficiaries shall be
addressed using the address for Prax specified in the Framework Agreement.  






	15.  	SEVERABILITY  






	 	
If
a term of this Deed is or becomes illegal, invalid or unenforceable in any respect under
any jurisdiction, that will not affect:  






	 	(a)  	the
legality, validity or enforce ability in that jurisdiction of any other term
                    of this Deed; or  






	 	(b)  	the
legality, validity or enforce ability in other jurisdictions of that or any
                    other term of this Deed.  






16 













	16.  	AMENDMENTS
AND WAIVERS  






	 	
No
amendment, modification or waiver of any provision of this Deed, shall in any event be
effective unless and until the Guarantor and the Beneficiaries reach mutual agreement in
writing.  






	17.  	SET-OFF  






	 	
A
Beneficiary may set off any matured obligation owed to it by the Guarantor under this
Deed against any obligation (whether or not matured) owed by that Beneficiary to the
Guarantor, regardless of the place of payment, booking branch or currency of either
obligation. If the obligations are in different currencies, the Beneficiary may convert
either obligation at a market rate of exchange in its usual course of business for the
purpose of effecting such set-off.  






	18.  	CHANGES
TO THE PARTIES  






	18.1  	The
Guarantor  






	 	
The
Guarantor may not assign or transfer any of its rights or obligations under this Deed
without the prior written consent of the Beneficiaries, which consent may be withheld in
the sole and absolute discretion of the Beneficiaries.  






	18.2  	The
Beneficiaries  






	 	
Any
Beneficiary may assign or otherwise dispose of all or any of its rights under this Deed
to any person or party Controlled by, under common Control with or Controlling such
Beneficiary; provided, however, any assignment or disposition of the rights under this
Deed by the HK SPV shall be subject to the prior written consent of Prax, which consent
may be withheld in Prax’s sole and absolute discretion. Further, Prax may assign its
rights under this Deed in whole or in part to any person or party acquiring some or all
of the shares of Prax in the HK SPV.  






	19.  	GOVERNING
LAW  






	 	
This
Deed is governed by Hong Kong law, without taking into consideration conflict of laws
provisions thereof.  






	20.  	ENFORCEMENT  






	20.1  	Jurisdiction  






	 	(a)  	In
the event of any dispute arising from or in connection with this Deed, the
                    dispute shall be submitted to resolution by arbitration before China
                    International Economic and Trade Arbitration Commission (“CIETAC”),
 Shanghai Sub-Commission in accordance with the CIETAC Arbitration Rules
                    presently in force. There shall be a single arbitrator. If the
Guarantor and the                     Beneficiaries do not agree to appoint an arbitrator
who has consented to                     participate within twenty (20) days after the
issuance of a notice of                     arbitration by any party, the relevant
appointment shall be made by CIETAC                     Shanghai Sub-Commission.  






17 













	 	(b)  	Any
proceedings shall take place in Shanghai and be conducted in Chinese. The
                    arbitral award shall be final and binding upon all parties. If any
party obtains                     an arbitration award against the other party in
connection with a dispute                     arising from or in connection with this
Deed, such party shall be entitled to                     cover its costs and reasonable
attorney’s fees (including the reasonable                     value of in-house
attorney services) and disbursements incurred in connection                     therewith
and in any appeal or enforcement proceeding thereafter, in addition to
                    all other recoverable costs, as determined by the arbitrator.  






	 	(c)  	References
in this Clause to a dispute in connection with this Deed include any
                    dispute as to the existence, validity or termination of this Deed.  






	20.2  	Waiver
of immunity  






	 	
The
Guarantor irrevocably and unconditionally: 






	 	(a)  	agrees
not to claim any immunity from proceedings brought by a Beneficiary
                    against it in relation to this Deed and to ensure that no such claim
is made on                     its behalf;  






	 	(b)  	consents
generally to the giving of any relief or the issue of any process in
                    connection with those proceedings; and  






	 	(c) 	         waives
all rights of immunity in respect of it or its assets.  






IN WITNESS WHEREOF, the Guarantor
has caused this Deed to be executed by its duly authorised signatories on the day and
year first written above.  








18 




















Guarantor 




SEALED with the COMMON SEAL of

CHINA HOUSING AND 
 LAND DEVELOPMENT, INC.  



and signed by:


/s/ Lu Pingji

(Lu Pingji)  




in the presence of: 







































Accepted by 




HK SPV  




SEALED with the COMMON SEAL of

SUCCESS HILL 
 INVESTMENTS LIMITED  



and signed by:



/s/ Yao, Jie-Ping

(Yao, Jie-Ping)   



in the presence of:  










PRAX  




SEALED with the COMMON SEAL of

Prax Capital Real Estate 
 Holding Limited  



and signed by:



/s/ Yao, Jie-Ping


(Yao, Jie-Ping)  



in the presence of: