ex10_10.htm


     

    
      (Translation)

      


      SECURITY
AGREEMENT

      


      


      THIS SECURITY AGREEMENT (this
“Agreement”), is entered into and made
effective as of November 10, 2009, by and between the following parities,
serving as an exhibit to a loan agreement, dated November 10th,
2009 (the “Loan
Agreement”).

      


      
        	
                1.  

              	
                Zhuang
      Jinghua (the “Lender”), a citizen of the People’s Republic of China, Rm
      302, No 16 Zhu Yun Jing, Tong Tai Road,
  Guangzhou

              


      

      


      
        	
                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 in the Loan Agreement, the Lender hereby
agrees to provide the Borrower with a loan of total two million three hundreds
twenty one thousands and three hundred fifty China Yuen (CNY¥2,321,350) (the
“Loan”).

      


      NOW,
THEREFORE, the Borrower hereby grants to the Lender a first priority security
interest in and to the pledged property until the satisfaction of the
Obligations in connection with the Loan, as defined herein below.

      


      
        	
                1.  

              	
                The
      Borrower agrees to pay off any payables overdue under the Loan Agreement
      (the “Liabilities”), timely and unconditionally, upon receiving a written
      notice from the Lender.

              


      

       

      
        	
                2.  

              	
                Pursuant
      to Item 1, the Borrower shall pay off the Liabilities upon receiving a
      written notice from the Lender. The Borrower shall pay interest incurred
      from any overdue balance during the period from the written notice date
      through the paid date. The interest shall be calculated based on the
      default interest rate as defined in Item 19 of the Loan Agreement, and
      compounded per month.

              


      

       

      
        	
                3.  

              	
                In
      addition to the Liabilities secured hereby pursuant to Item 1, the
      Borrower shall indemnify, unconditionally and irrevocably, any losses from
      the Lender due to the Borrower’s late payments or failure in executing the
      Loan Agreement. In the event that the Liability secured pursuant to Item 1
      void, unenforceable, or unexecuted, the indemnification pursuant to Item 3
      shall survive and enforceable to the
Borrower.

              


      

       

      
        	
                4.  

              	
                The
      Borrower agrees to secure the Liabilities by the properties in his title
      as a pledge, including but not
limited:

              


      

       

      
        	
                (a)  

              	
                All
      the real properties and the attachments on the
  land;

              


      

       

      
        	
                (b)  

              	
                All
      the machines and equipments, vehicles and other personal
      properties;

              


      

       

      
        	
                (c)  

              	
                All
      the using rights to the land, building and the attachments on the
      land;

              


      

       

      
        	
                (d)  

              	
                All
      the using rights to the machines and equipments, vehicles and other
      properties;

              


      

       

      
        	
                (e)  

              	
                All
      the using right to the subcontracted land, with the owners’ consent
      regarding the pledge;

              


      

       

      
        	
                (f)  

              	
                Any
      other properties available to be
pledged.

              


      

       

      
        	
                5.  

              	
                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. 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.

              


      

       

      
        	
                6.  

              	
                The
      Borrower agrees and affirms that the written notice stating the amount and
      due date of the Liabilities, signed by the Lender, or his assignee, is
      enforceable to the Borrower, with the exception that the mistakes in the
      written notice are material.

              


      

       

      
        	
                7.  

              	
                All
      the responsibilities and obligations pursuant to this Agreement shall not
      be released, reduced or changed due to the
  followings:

              


      

       

      
        	
                (a)  

              	
                The
      extension or postponement of the payments approved by the
      Lender;

              


      

       

      
        	
                (b)  

              	
                In
      case of the pendency of any liquidation or bankruptcy to the Borrower;
      and/or,

              


      

       

      
        	
                (c)  

              	
                The
      Lender holds the lien, security or guaranty of the Loan;
      and/or,

              


      

       

      
        	
                (d)  

              	
                The
      Lender’s rights to recourse, execute, waive, surrender, release or change,
      pursuant to the Loan Agreement and this Agreement, (including waive any
      premises or other conditions pursuant to the Loan Agreement);
      and/or,

              


      

       

      
        	
                (e)  

              	
                All
      the liabilities pursuant to the Loan Agreement and this Agreement become
      illegitimate, void or unenforceable, or the signatures on the Loan
      Agreement and this Agreement are invalid,
  and/or,

              


      

       

      
        	
                (f)  

              	
                Any
      other events not included in this Item but will cause the Borrower’s
      obligations to be released, reduced or
changed.

              


      

       

      In the
events of amendment to and/or changes in the Loan Agreement, which will increase
the Borrower’s responsibilities and liabilities, the Lender shall receive the
confirmation from the Borrower to effectuate the amendment and/or
change.

       

      
        	
                8.  

              	
                The
      Borrower announce herein to the
Lender:

              


      

       

      
        	
                (a)  

              	
                The
      Borrower is a corporation duly organized and validly existing under the
      laws of the People’s Republic of China and has all requisite corporate
      power to own, operate and lease its properties and assets and to carry on
      its business;

              


      

       

      
        	
                (b)  

              	
                The
      Borrower has the full right, power and authority to sign and execute the
      obligations pursuant to this
Agreement;

              


      

       

      
        	
                (c)  

              	
                This
      Agreement shall be effective simultaneously upon signing the Loan
      Agreement. This Agreement shall be a binding agreement to the Borrower and
      enforceable pursuant to the laws of the People’s Republic of
      China;

              


      

       

      
        	
                (d)  

              	
                Upon
      signing and/or executing this Agreement, the Borrower shall not (i)
      violate or offend against any law or regulations or articles of
      incorporation and by-laws of the Borrower; or (ii) violate or offend
      against any covenant or agreement or binding instrument to the Borrower or
      any of his assets; or (iii) exceed the authority granted to the
      Borrower in connection with the loan or security obligations (no matter
      due to articles of incorporation of Borrower or other agreement), or
      exceed the authority of board of director of the
  Borrower;

              


      

       

      
        	
                (e)  

              	
                Neither
      shall the Borrower have any late payments of the principal and interests
      of other loans nor any events of default occur in any covenant, trust
      agreement or other documents signed by the
  Borrower.

              


      

       

      
        	
                (f)  

              	
                No
      any legal proceedings against the Borrower or his assets occurs in any
      court, arbitration or government agency, which may have significant impact
      on the Borrower’s finance, business, asset or other
    situation.

              


      

       

      
        	
                (g)  

              	
                Except
      for the preferred debt defined by the laws, all the obligations to the
      Borrower pursuant to this Agreement are direct and unconditional, which
      shall be equivalent to the unsecured debt at any
  time.

              


      

       

      
        	
                (h)  

              	
                The
      Borrower shall not violate, fail to execute, or offend any loan agreements
      upon signing this Agreement, which has negative effect on the
      Borrower.

              


      

       

      
        	
                (i)  

              	
                The
      Borrower has disclosed, in full and accuracy, to the Lender his material
      liabilities existing as of the signing date of this
    Agreement.

              


      

       

      
        	
                (j)  

              	
                The
      latest audit report provided by the Borrower to the Lender shall be
      prepared in compliance with the laws of People’s Republic of China and in
      conformity with the generally accepted accounting principles in the United
      States of America. The audited financial statements along with the
      footnotes represent the actual financial status of the Borrower during the
      period in the report. There is no material change in operation, business,
      assets, liabilities or others matters
  thereafter.

              


      

       

      
        	
                (k)  

              	
                There
      are no material liabilities or any unrealized losses or estimated losses
      incurred and undisclosed in the latest audit
  report.

              


      

       

      
        	
                (l)  

              	
                All
      the information of the Borrower provided to the Lender are true, complete
      and accurate (no matter provided pursuant to the terms under this
      Agreement)

              


      

       

      
        	
                (m)  

              	
                All
      the payments made by the Borrower pursuant to this Agreement shall not be
      reduced due to taxes or reverses to the
taxes.

              


      

       

      
        	
                9.  

              	
                The
      Borrower states, guarantees and acknowledges herein to the Lender that,
      within the valid period of this
Agreement:

              


      

       

      
        	
                (a)  

              	
                Each
      statement pursuant to Item 6 shall be true and accurate in terms of the
      facts, with respect to the current existing fact and
      situation;

              


      

       

      
        	
                (b)  

              	
                The
      Borrower shall maintain and operate his business in an appropriate and
      effective way;

              


      

       

      
        	
                (c)  

              	
                The
      Borrower shall deliver the Lender a copy of his audited financial
      statements, verified by any of his directors, within 30 days after the
      fiscal year end.

              


      

       

      
        	
                (d)  

              	
                The
      Borrower shall deliver the Lender any applicable financial information or
      other information upon the reasonable request from the
    Lender.

              


      

       

      
        	
                (e)  

              	
                The
      Borrower shall notify the Lender promptly in connection with any
      unexpected events that will have impact on the Borrower’s ability to
      execute this Agreement.

              


      

       

      
        	
                (f)  

              	
                The
      Borrower shall maintain and execute all the rights and obligations
      pursuant to this Agreement, receive the required approval and keep it up
      to date to ensure the validity and effectiveness of this Agreement, and
      comply with the related regulations, conditions and limitations (if
      any).

              


      

       

      
        	
                (g)  

              	
                The
      Borrower shall not pledge, sell or transfer all or majority of his assets
      without a written consent from the Lender (regardless of in one time or
      multiple times, direct or indirect, at the specific time or over a
      period).

              


      

       

      
        	
                (h)  

              	
                The
      Borrower shall not acquire or merger with any other corporations
      or   individuals without a written consent from the
      Lender.

              


      

       

      
        	
                (i)  

              	
                The
      Borrower shall not make any significant changes in the business model
      without a written consent from the Lender, regardless of the changes due
      to sale, transfer, acquisition or other transaction, in one time or
      multiple times, direct or indirect, at the specific time or over a
      period.

              


      

       

      
        	
                (j)  

              	
                The
      Borrower shall not buy back or decrease the outstanding and issued shares
      or distribute his capital or assets to shareholders without a written
      consent from the Lender.

              


      

       

      
        	
                10.  

              	
                The
      Borrower shall take the obligations pursuant to this Agreement
      independently. Any third party agrees to proved the Borrower with a pledge
      or security agreements in connection with this Agreement, this Agreement
      shall stay individually and shall not be affected by such security
      agreements or pledges.

              


      

       

      
        	
                11.  

              	
                Borrower
      shall make all the payments set forth in this Agreement to the Lender,
      without offsetting nor counter-claiming any amount owed to the Borrower,
      nor deducting any existing or future taxes and fees, nor reserving any
      funds due to taxes.

              


      

       

      
        	
                12.  

              	
                The
      security pursuant to this Agreement is continuous and irrevocable and
      valid until all the payables pursuant to the Loan Agreement are paid in
      full by the Borrower. However, the obligations of the Borrower would be
      reduced pro rata in according to the payments to the Loan and be released
      until the principal and interests of the Loan are paid in full. This
      Agreement shall be deemed to be an additional security to the Loan, and
      shall not be used as security or pledge of the Lender’s any other existing
      or future Loan. The Borrower acknowledges and agrees that Lender shall be
      entitled to collect the loan or execute this Agreement without involving a
      third party or file a lawsuit.

              


      

       

      
        	
                13.  

              	
                In
      the event that any provisions of this Agreement are considered illegal,
      invalid, or unenforceable, such provisions shall be removed from this
      Agreement. The invalidity or unenforceability shall be attached solely to
      such provisions and the remaining provisions of this Agreement shall
      survive.

              


      

       

      
        	
                14.  

              	
                Any
      expenses incurred due to collecting the overdue payments pursuant to this
      Agreement shall be indemnified by the Borrower. The Borrower shall make
      the payments in full and on time upon receiving a written notice from the
      Lender.

              


      

       

      
        	
                15.  

              	 


      

       

      
        	
                (a)  

              	
                All
      of the rights and obligations pursuant to this Agreement are binding to
      both parties, including their successors or assignees, respectively. The
      Borrower shall not transfer any rights, interests or obligations herein to
      any third parties.

              


      

       

      
        	
                (b)  

              	
                In
      the event that the Lender transfers all or part of his rights pursuant to
      the Loan Agreement to a third party, the Lender’s right pursuant to this
      Agreement shall be transferred pro rata to the transferee, and the
      transferee shall be considered as the Lender defined in this
      Agreement.

              


      

       

      
        	
                (c)  

              	
                Any
      statements, guaranty, acknowledgements and arrangements made by the
      Borrower pursuant to this Agreement shall not be affected by the Lender’s
      transfer, regardless of his rights in the Loan Agreement or in this
      Agreement. Any changes in the Lender’s name, or merge, or acquisition will
      not change the Borrower’s obligation pursuant to this
      Agreement.

              


      

       

      
        	
                16.  

              	 


      

      
        	
                (a)  

              	
                Any
      notice, requirement or other communications pursuant to this Agreement
      shall be in writing and delivered to the following addresses via courier
      or certified mail, any changes in the address shall have 3 days prior
      notice.

              


      

       

      


      Zhuang,
Jinghua

      
        	
                              
      Address:

              	
                Rm
      302, No 16 Zhu Yun Jing, Tong Tai Road, Guangzhou,
    P.R.China

              


      

      Tel:           (0086) 020-85533718

      Fax:           (0086)
020-85559500

      


      Dongguan
CHDITN Printing Co.,Ltd

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

                             Dongguan,
Guangdong Province, China

         
Attention:  Mr. Liu Rui Sheng, President

         
Tel:            (0769)
8553-3948

      


      
        	
                (b)  

              	
                Any
      notice, requirement or other communications pursuant to this Agreement
      shall be delivered upon (1) a recipient’s signature is obtained if via
      courier; (2) two (2) days after the certified mail is
    dropped.

              


      

       

      
        	
                17.  

              	 


      

      
        	
                (a)  

              	
                All
      of the covenants and obligations contained herein shall not be amended,
      waived, modified or terminated by oral or other forms, unless confirmed in
      writing by Lender and Borrower.

              


      

       

      
        	
                (b)  

              	
                The
      Lender delays or fails at any time or times hereafter to exercise any
      rights shall not waive the rights of the Lender pursuant to this
      Agreement. Any rights or powers exercised by the Lender in particular
      events shall not waive or affect any other rights or powers in the future.
      The Lender could exercise the rights, powers and compensation arrangements
      simultaneously, respectively, or accumulatively, thus will not eliminate
      the rights of Lender and other compensations pursuant to the
      laws.

              


      

       

      


       

      


      


      
        	
                18.  

              	
                This
      Agreement shall be governed by and interpreted in accordance with the laws
      of the People’s Republic of China regardless of the principles of conflict
      of laws.  The parties further agree that any action between them
      shall be heard in the courts in the People’s Republic of China and
      expressly consent to the jurisdiction and venue of the courts in the
      People’s Republic of China. This consent would not undermine or limit the
      rights or powers conferred by the region for Lenders and Borrowers or its
      assets in any jurisdiction.

              


      

       

      
        	
                19.  

              	
                This
      Security Agreement is written in Chinese with one or more counterparts,
      each of which shall be constitute the same instrument for Borrower and
      Lender.

              


      

      


      


      


      Lender:

      Zhuang
Jinghua (stamped)

      Authorized
representatives (signature)

      


      Date:
10th
November, 2009

      


      Borrower:

      Dongguan
CHDITN Printing Co., Ltd (Stamped)

      Authorized
Representatives: Liu Rui Sheng(signature)

      


      Date:
10th
November, 2009