ex10_2.htm


     

    
      


      Loan
Agreement

      


      This
agreement is entered into between and amongst the following parties on November
  10th , 2009.

      


      


      
        	
                1.  

              	
                Shi
      Quanling (the “Lender”), a citizen of the People’s Republic of China,
      resides at Suite 2401, 24th
      floor, China Insurance Group Building, 141 Des Voeux Road, Central, Hong
      Kong.

              


      

      


      
        	
                2.  

              	
                Dongguan
      CHDITN Printing Co., Ltd. (the "Borrower"), a corporation organized under
      the laws of the People’s Republic China, with headquarters at No.6
      Economic Zone, Wushaliwu, Chang’an Town, Dongguang, Guangzhou Province,
      China.  

              


      

      


      In
accordance to the terms and conditions herein, the Lender hereby agrees to
provide the Borrower with a loan of total two million dollars
(USD$2,000,000.00), of which one million dollars (USD$1,000,000.00) will be paid
in RMB 6,827,500.00 based on the current exchange rate of $1=RMB6.8275 (the
“Loan”).

      


      NOW,
THEREFORE, in consideration of the premises and the agreements herein, the
Lender hereby agrees with the Borrower, as follows:

      


      Section 1
Loan

      


      


      
        	
                1.  

              	
                Loan
      Amount:

              


      

      


      RMB SIX
MILLION EIGHT HUNDRED TWENTY SEVEN THOUSAND FIVE HUNDRED (RMB
6,827,500.00);

      


      ONE
MILLION DOLLARS (USD$1,000,000.00)

      


      
        	
                2.  

              	
                Use
      of Proceeds: Set up new printing production
  lines

              


      

      


      
        	
                3.  

              	
                Duration
      of the Loan: one year, from the 10th   day
      of November, 2009 through the 10th  day of
      November, 2010 (the “Maturity
Date”)

              


      

      


      


      
        	
                4.  

              	
                Lender
      and Borrower agree to enter a separate Escrow Agreement to retain an
      escrow agent to supervise the deposit and distribution of the
      Loan.

              


      

      Section 2
Interest

      
        	
                5.  

              	
                The
      interest rate of the Loan shall be 8% per annum.
      The calculation of daily interest rate is based on 360 days per
      year.

              


      

      


      
        	
                6.  

              	
                The
      interest shall be incurred from November 10, 2009, paid per quarter. The
      principal of the Loan shall be due on the Maturity
  Date.

              


      

      


      
        	
                7.  

              	
                With
      consent of the Lender, the Borrower could pay off the loan in full prior
      to the Maturity Date. The interest shall be incurred until the pay date,
      based on the daily interest rate
herein.

              


      

      


      


      
        	
                8.  

              	
                The
      interest shall be withdrawn automatically from the Borrower’s account at
      the interest due date.

              


      

      


      


      Section 3
Guaranty

      


      


      
        	
                9.  

              	
                The
      principal, interest, default interest, and any expenses incurred due to
      the collection of the Loan shall be secured by the total assets owned by
      the Borrower and her associates. A separate guaranty agreement shall be
      entered into between the Lender and the
  Borrower.

              


      

      


      


      
        	
                10.  

              	
                The
      Loan shall be secured by the common shares of Décor Products International
      Inc. (Symbol: DCRD.OB) (the “Shares”) held by the Borrower, the
      certificates of which shall be delivered to JPF Securities Law, LLC., a
      legal firm assigned by the Lender (A Pledge Agreement shall be signed
      separately). The Lender shall have a lien on the Shares pursuant to the
      security law of the People’s Republic of China. When the Event of Default
      occurred, the Lender shall have the preemptive right to the
      Shares.

              


      

      


      


      Section 4
Agreement

      


      
        	
                11.  

              	
                Borrower
      agrees:

              


      

      
        	
                (1)  

              	
                Use
      of proceeds shall remain unchanged pursuant to this
    Agreement;

              


      

      


      
        	
                (2)  

              	
                The
      proceeds shall not be used in any illegitimate
  operation;

              


      

      
        	
                (3)  

              	
                Any
      material changes in the Borrower’s business, including subcontract,
      leasing, merger, split off, reform, joint venture, and so forth, before
      the Maturity Date, the Borrower shall notify the Lender with 30 days prior
      written notice regarding such changes, and the principal and interest of
      the Loan shall become immediately due and
  payable;

              


      

      
        	
                (4)  

              	
                The
      principal and interest of the Loan shall become immediately due and
      payable when the Borrower’s business is dissolved, dismissed, suspended,
      or the business license is revoked.

              


      

      
        	
                (5)  

              	
                Any
      material changes, including lawsuits for significant amount, deterioration
      in financial status, and so on, cause the loan at high risk, the Borrower
      shall notify the Lender with a written notice within   3  
      days upon the event occurring, and the principal and interest of the Loan
      shall become immediately due and
payable;

              


      

      


      
        	
                (6)  

              	
                Provide
      the Lender with necessary information, including balance sheets, income
      statements, all bank accounts information, and so on, on timely basis;
      assist the Lender in due diligence, auditing and inspecting the
      production, operation and assets in connection with the use of
      proceeds.

              


      

      


      


      
        	
                12.  

              	
                Lender
      agrees:

              


      

      
        	
                (1)  

              	
                Deposit
      the Loan in its full amount;

              


      

      


      
        	
                (2)  

              	
                Keep
      confidential to the Borrower’s debt financials, production and
      operation.

              


      

      


      Section 5
Payment Terms

      


      


      The
Lender is entitled to take one of the following payment terms set forth in Item
13 and Item 14:

      


      


      
        	
                13.  

              	
                The
      Borrower agrees herein and accepts, in any day before the maturity date,
      the Loan shall be converted into the common shares of Décor Products
      International Inc. (symbol: DCRD.OB) in part or in full, per the Lender’s
      written notice, pursuant to the terms as
  follows:

              


      

      


      
        	
                (1)  

              	
                The
      conversion price is US$1 per share, based on the current exchange rate of
      $1=RMB6.8275;

              


      

      


      
        	
                (2)  

              	
                Total
      converted shares shall be 2,000,000
shares;

              


      

      


      
        	
                (3)  

              	
                The
      Lender cannot convert more than $25,000 within one week, with the
      exception when the share price is over US$2.00, the Lender can convert up
      to US$500,000 within one week;

              


      

      


      
        	
                (4)  

              	
                Prior
      to the Maturity Date, the Borrower is entitled to redeem the shares
      converted by the Lender, in cash, at the price of 150% of the principal,
      plus the interest incurred and payable to the
  date;

              


      

      


      
        	
                (5)  

              	
                The
      Lender is entitled to exercise 2,000,000 Warrants at the price of $1.00
      per share within five years, which is defined in a separate
      agreement.

              


      

      


      
        	
                14.  

              	
                The
      interest of the Loan shall be paid every quarter starting from November
      10, 2009. The principal and the interest incurred during the last quarter
      prior to the Maturity Date shall be due and payable on the Maturity
      Date.

              


      

      


      If the
Loan are not paid in full on the Maturity Date, the Lender shall have the right
to convert the Loan into the common shares of Décor Products International Inc.
(Symbol: DCRD.OB) at the price of 50% of the weighted average price during the
past 20 trading days prior to the Maturity Date. This right shall be waived in
the event that the conversion price is above $2.00 per share.

      


      


      
        	
                15.  

              	
                Lender’s
      option to payment terms set forth under Item 13 shall not have effect or
      impact on the obligations and enforcement set forth under other items in
      this Agreement. In the event that the conversion fails to be completed,
      the Borrower shall make payments of interest and principal of the Loan in
      accordance to the terms and conditions of this
  Agreement.

              


      

      


      


      


      


      Section 6
Amendment

       

      
        	
                16.  

              	
                If
      the Borrower intends to extend the Loan, the Borrower shall notify the
      Lender with 60 days prior
      written notice before the Maturity Day and receive a written consent by
      the Lender.

              


      

      
        	
                17.  

              	
                If
      the Borrower intends to transfer the Loan to a third party (the
      “Transferee”), the Borrower shall receive a written consent by the Lender.
      This Agreement remains valid until a new loan agreement is signed between
      and amongst the Transferee and the
Lender.

              


      

      


      
        	
                18.  

              	
                The
      Lender shall have a right to transfer the rights set forth in this
      Agreement to a third party without consent of the Borrower. The Lender
      shall notify the Borrower with a written
notice.

              


      

      
        	
                19.  

              	
                Any
      amendments to this Agreement shall be notified each other with a written
      notice. The amendments shall be finalized in writing upon mutual
      consents.  

                     

              


      

      Section 7
Event of Default

       

      


      
        	
                20.  

              	
                If
      the Borrower fails to make payments of the interest set forth under
      Section 2, the default interest rate shall be 16%, starting from the
      signing date of this Agreement.

              


      

      


      
        	
                21.  

              	
                If
      the Borrower fails to make payments of the interests and principal on the
      Maturity Date, the default interest rate shall be 16%, starting from the
      signing date of this Agreement.

              


      

      


      
        	
                22.  

              	
                If
      the Borrower fails to make payments of the interests and principal on the
      Maturity Date, the Lender shall have rights to keep the proceeds from the
      sales of the pledge and the Shares to the extent of the unpaid interest
      and principal of Loan. The Lender shall have recourse for the outstanding
      balance.

              


      

      


      
        	
                 
      

              	
                       

              


      

      Section 8
Settlement of Disputes

      


      


      
        	
                23.  

              	
                All disputes
      arising out of or in connection with this agreement, both parties
      shall seek for
      the solution by negotiation. If fail in negotiation, the dispute
      shall only be heard in any competent court residing in the Lender’s
      residence.

              


      

      


      Section 9
Miscellaneous

      


      
        	
                24.  

              	
                This
      Agreement shall be effective upon signing date by the authorized
      representative with corporate seal,
  respectively.

              


      

      


      
        	
                25.  

              	
                This
      Agreement shall end upon the full payments for all the outstanding
      interests, principal, default interest, if any, and expenses incurred due
      to the collection of the Loan.

              


      

      


      
        	
                26.  

              	
                The
      Borrower may have changes in the location, mailing address, business
      scope, legal representative, registered
      capital, and so forth. The Borrower shall notify the Lender with a
      written notice within   5  
      days upon the event occurring.

              


      

      
        	
                27.  

              	
                Any
      other matters that are not covered in this Agreement shall be settled in
      compliance with the applicable laws, rules and
  regulations.

              


      

      


      
        	
                28.  

              	
                This
      Agreement shall two original copies, each of which shall be held by the
      Lender and the Borrower,
respectively.

              


      

      
        	
                 
      

              	
                 

                November
      10th,
      2009

              


      

      


        

      At
Guangzhou

      


      1.           Lender:
Shi Quanling

      


      (Seal)

      


         (Signature)

      


                  

      
        	
                Address:

              	
                Suite
      2401, 24th
      floor, China Insurance Group
Building,

              


      

      
        	
                 
      

              	 	
                141
      Des Voeux Road, Central, Hong Kong

              


      

      


      
        	
                2.  

              	
                Borrower:
      Dongguan CHDITN Printing Co.,Ltd.

              


      

      


      (Seal)

      


        

      (Signature)

      


               

      Address:      No.6
Economic Zone, Wushaliwu, Chang’an Town,

         Dongguang,
Guangzhou Province, China