ex10_10.htm


    
       Exhibit
10.10 

       
 Contract No. Borrow 2008
Trade 614001R 

    


     Party
A Shenzhen
Xie Qin Industrial Ltd.  

     Address
6/F, No. 5 Qiongyu
Road, Central Area, Technology Park, Nanshan District, Shenzhen,
China 

     The
legal representative Christina Cui
  Postcode 518057 

     Phone
86-755-26612106
Fax 86-755-26612060 

    


     Party
B Shenzhen
Branch, China Construction Bank 

     Address
East Bldg, Financial
center, Hongling Road, Luohu District, Shenzhen 

     The
legal representative Tian Hui
Yu     Postcode 518010 

     Phone 0755-82389079       Fax
0755-82389543 

    


     Party
A applied for a trade financing loan (“loan”) from Party B, and Party A met the
conditions required by Party B, Party B agreed to provide a trade financing loan
for Party A. To make clear the rights and obligations of both parties, Party A
and Party B agreed on the following terms and conditions in accordance with
relevant laws and regulations: 

     

    
      	
               1 

            	
               Trade
      Financing Loan 

            


    

     Party
B provides Party A with a trade financing loan under certain conditions. There
are no restrictions on application time and amount (unless otherwise agreed)
during the term of the trade financing loan, as long as the applied for amount
is within the total amount of the loan. 

    


    
      	
               2 

            	
               Trade
      Financing Loan Type and Amount 

            


    

     Party
B agreed to provide Party A with a maximum trade financing loan of RMB
22million, which includes the following items: 

    
      	
                
      

            	
               2.1 

            	
               Party
      A may issue a Sight L/C (Party B has the goods control) of RMB
      22million 

            


    

    
      	
                
      

            	
               2.2 

            	
               Party
      A may issue a Sight L/C (Party B does not have the goods control) of RMB
      22million 

            


    

    
      	
                
      

            	
               2.3 

            	
               Party
      A may issue a Usance L/C (Within 90 days) of RMB
      22million 

            


    

    
      	
                
      

            	
               2.4 

            	
               L/C
      T/R loan may be RMB
      22million 

            


    

    


    
      	
               3 

            	
               Term
      of the Trade Financing Loan 

            


    

    
      	
                
      

            	
               3.1 

            	
               The
      term of the trade financing loan starts on August
      22, 2008, and ends on August
      21, 2009. 

            


    

    
      	
                
      

            	
               3.2 

            	
               When
      the term ends, the loan terminates automatically, and the unused loan will
      expire. 

            


    

    
      	
                
      

            	
               3.3 

            	
               Party
      A shall repay all outstanding amounts on the loan during the term of this
      contract, whether or not the term ends. Party B shall fulfill the approval
      procedures for applications that are submitted during the term in
      accordance with the contract, attachments and other relevant legal
      documents. The ending of the term does not affect the claims and
      debts. 

            


    

    
       

      
        
          
          

        

        
           1 

          
            

          

        

        
          
          

        

      

       

    

    
      	
               4 

            	
               Interest
      and Fees 

            


    

    
      	
                
      

            	
               4.1 

            	
               The
      starting date, due date, amount, interest rate, interest-bearing manner,
      interest settlement, types of fees, fee rates, the calculation method of
      fees, and fee payments of the trade financing loan under this contract
      shall be in compliance with legal documents. If the two parties cannot
      reach an agreement on above items, Party B has the right to reject the
      application for the trade financing
loan. 

            


    

    


     LIBOR
refers to the interbank rates published by the British Bankers' Association on
11AM (London time), 2
working days before the financing day or the rates adjustment
day. 

     

     HIBOR
refers to the interbank rates published by the Hong Kong Association of Banks on
11AM (Hong Kong time), 2 working days before the financing day or the rates
adjustment day. 

    


    
      	
                
      

            	
               4.2 

            	
               Fees
      that Party A shall pay Party B
include: 

            


    

    
      	
                
      

            	
               4.2.1 

            	
               Actual
      cost paid by Party B for processing each financing under the
      loan. 

            


    

    
      	
                
      

            	
               4.2.2 

            	
               Fees
      paid by Party B to recourse letters of credit, bills, guaranteed money
      under the loan. 

            


    

    
      	
                
      

            	
               4.2.3 

            	
               Other
      fees agreed by both parties. 

            


    

    


    
      	
               5 

            	
               Use
      of the Trade Financing Loan 

            


    

    
      	
                
      

            	
               5.1 

            	
               Within
      the term and amount of the loan, Party A may apply for financing by
      written application successively, Party B shall provide trade financing
      loans to Party A successively after
  approval. 

            


    

    
      	
                
      

            	
               5.2 

            	
               Party
      B is obligated to provide trade financing loan to Party A if all of the
      following conditions are met: 

            


    

    
      	
                
      

            	
               5.2.1 

            	
               Party
      A finished the approval process, registration, delivery, insurance and
      other legal procedures in accordance with the provisions and regulations
      of relevant laws. 

            


    

    
      	
                
      

            	
               5.2.2 

            	
               The
      guarantee required by Party B has come into
  force. 

            


    

    
      	
                
      

            	
               5.2.3 

            	
               Party
      A does not violate any of the provisions in this
    contract. 

            


    

    
      	
                
      

            	
               5.2.4 

            	
               Party
      A has paid off management fees of trade financing loans in compliance with
      this contract. 

            


    

    
      	
                
      

            	
               5.2.5 

            	
               Party
      A has provided all documents required by Party
  B. 

            


    

    
      	
                
      

            	
               5.2.6 

            	
               Party
      A has gotten the approval from Party B on the trade financing loan
      application. 

            


    

    


    
      	
                
      

            	
               5.3 

            	
               During
      the term of the trade financing loan, the sum of the amounts of the loans
      outstanding and the amount of the loan being applied for shall be within
      the total amount of the loan. For each financing project under the loan,
      the sum of the amounts used by all projects and the amount for the new
      project shall be within the total amount of that financing
      project. 

            


    

    


    
      	
               6 

            	
               Legal
      documents 

            


    

    
      	
                
      

            	
               6.1 

            	
               Party
      A shall sign the following contracts with Party B when applying for the
      trade financing loan; those documents are integral parts of the contract
      and they are binding on both parties. Both parties shall chop on those
      documents, and neither party shall challenge the legal validity for the
      reason that there are no signatures on those
  documents. 

            


    

    
      	
                
      

            	
               6.1.1 

            	
               Special
      agreements on the trade financing
loan 

            


    

     Attachment
#1: Special agreement on the Issue of Letter of Credit 

     

    
      
        
        

      

      
         2 

        
          

        

      

      
        
        

      

    

     

    
       Attachment
#2: Special agreement on Trust Receipt 

       Attachment
#3: Special agreement on Delivery Against Bank Guarantee 

       Attachment
#4: Special agreement on Packing Credit 

       Attachment
#5: Special agreement on Outward Documentary 

       Attachment
#6: Special agreement on Export Negotiation 

       Attachment
#7: Special agreement on Export Collection Loan 

       Attachment
#8: Special agreement on Usance Bill Discount 

       

    

    
      	
                
      

            	
               6.2 

            	
               When
      applying for the trade financing loan, Party A shall submit the following
      applications: 

            


    

    
      	
                
      

            	
               (Approved
      Applications are integral parts to this contract and attachments, and they
      are binding on both parties.) 

            


    

    
      	
                
      

            	
               6.2.1 

            	
               Applications
      for issuing L/C 

            


    

    
      	
                
      

            	
               6.2.2 

            	
               Applications
      for Trust Receipt Loan 

            


    

    
      	
                
      

            	
               6.2.3 

            	
               Applications
      for Delivery Against Bank
Guarantee 

            


    

    
      	
                
      

            	
               6.2.4 

            	
               Applications
      for Packing Credit 

            


    

    
      	
                
      

            	
               6.2.5 

            	
               Applications
      for Outward Documentary 

            


    

    
      	
                
      

            	
               6.2.6 

            	
               Applications
      for Export Negotiation 

            


    

    
      	
                
      

            	
               6.2.7 

            	
               Applications
      for Export Collection Loan 

            


    

    
      	
                
      

            	
               6.2.8 

            	
               Applications
      for Usance Bill Discount 

            


    

    


    
      	
                
      

            	
               6.3 

            	
               When
      Party A applies for a Usance Credit, a Sight Credit (under which Party B
      has no goods control), a Delivery Against Bank Guarantee or a Trust
      Receipt loan, Party A shall also submit a Trust
    Receipt. 

            


    

    


    
      	
               7 

            	
               Rights
      and Obligations 

            


    

    
      	
                
      

            	
               7.1 

            	
               Party
      A has the right to request Party B not to disclose any trade secrets on
      corporate information or business operations, unless the disclosure is
      required by rules and regulations,or otherwise
      agreed by the two parties. 

            


    

    
      	
                
      

            	
               7.2 

            	
               Party
      A shall provide statistical
      reports, accounting statements, business operation information
      under the requirement of Party B, and Party A shall guarantee the
      authenticity, integrity and effectiveness for what he provided. If Party A
      is a group company, Party A shall provide a timely report on transactions
      whose amount is above 10% of the net assets. The report shall include: (1)
      relationships between the transaction parties; (2) transaction items and
      the nature of the transaction; (3) transaction amount and corresponding
      proportion; (4) pricing policies (including transactions which are not
      money related or are just a token
payment). 

            


    

    
      	
                
      

            	
               7.3 

            	
               Party
      A shall actively cooperate with Party B to inspect and supervise the
      business operation, financial activities, and the use of trade financing
      loan under this contract. 

            


    

    
      	
                
      

            	
               7.4 

            	
               Party
      B has the right to adjust or terminate the trade financing loan when Party
      B notices that operational changes have occurred that will affect the
      business operations of Party A. 

            


    

    
      	
                
      

            	
               7.5 

            	
               Party
      A shall open a RMB or foreign currency account at China Construction Bank,
      and shall authorize Party B to process export settlement, financing
      business for import and export, and other bank
    operations. 

            


    

    
      	
                
      

            	
               7.6 

            	
               Party
      A shall use the trade financing loan for the purpose agreed by both
      parties. 

            


    

    
      	
                
      

            	
               7.7 

            	
               Party
      A shall pay off debts within the time agreed by both
      parties. 

            


    

    
    

    
    

     

    
      
        
        

      

      
         3 

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  
      

              	
                 7.8 

              	
                 Party
      A shall take the risk on exchange rate. When the total amount of the trade
      financing loan used may be or has been greater than the agreed amount due
      to the risk of exchange rate, Party A shall provide recognized guarantee
      after receiving a notice from Party B.  When the total used
      trade financing loan may be or has been greater than the agreed amount due
      to the change of exchange rate, Party B has the right to terminate the
      trade financing loan. 

              


      

      
        	
                  
      

              	
                 7.9 

              	
                 Party
      A shall not surreptitiously withdraw funds, transfer capital or use
      associated transactions to evade the debt to Party B. Party A shall not
      use false contracts, false notes receivable, false account receivable to
      discount or pledge to the bank, taking bank funds or
      credit. 

              


      

      
        	   	
                 7.10 

              	
                 Party
      A shall immediately inform Party B by written notice when there are
      industrial and commercial registration changes on corporate name, legal
      representative (person in charge), address, business scope, registered
      capital or the corporate
constitution. 

              


      

      
        	   	
                 7.11 

              	
                 Party
      A shall guarantee that Party A shall not sign any contracts, which are
      detrimental to the rights and interests of Party B with a third
      party. 

              


      

      
        	   	
                 7.12 

              	
                 During
      the contract until all outstanding debt has been repaid, without the
      written consent of Party B, Party A shall not provide a guarantee for any
      third party. 

              


      

      
        	   	
                 7.13 

              	
                 Party
      A shall take liability for any loss of Party B caused by the violation of
      this contract by Party A, or by a third
  party,. 

              


      

       

    

    
      	
               8 

            	
               Liabilities
      and Remedial Measures 

            


    

    
      	
                
      

            	
               8.1 

            	
               Breach
      of Contract and Liabilities by Party
B 

            


    

    
      	
                
      

            	
               8.1.1 

            	
               If
      Party B violates this contract, attachments, or approved applications,
      Party A may require Party B to fulfill its obligations according to the
      contract; 

            


    

    
      	
                
      

            	
               8.1.2 

            	
               If
      Party B charges Party A any interest or fee, which is prohibited according
      to laws and regulations, Party A has the right to request a refund from
      Party B. 

            


    

    
      	
                
      

            	
               8.2 

            	
               Breach
      of Contract by Party A shall
mean: 

            


    

    
      	
                
      

            	
               8.2.1 

            	
               Party
      A violates this contract, attachments, or any approved application, or any
      statutory duty; 

            


    

    
      	
                
      

            	
               8.2.2 

            	
               Party
      A makes it clear that Party A shall not fulfill this contract,
      attachments, or any obligations under approved
      applications. 

            


    

    
      	
                
      

            	
               8.3 

            	
               Situations
      That Are Detrimental to the rights of Party
  B 

            


    

    
      	
                
      

            	
               8.3.1 

            	
               Situations
      that are detrimental to the rights of Party B include: contracting,
      takeover, leasing, joint-stock reforming, registered capital reduction,
      investing, affiliation, merging, acquisition, restructuring, separation,
      equity participation, business rectification, applying for dissolution,
      applying for bankruptcy, changing of the controlling shareholder,
      significant changes to assets, shutting down of production or business,
      taking heavy fines, suspension of business registration, revocation of
      business license, involvement in major lawsuits, having serious
      difficulties in production and operation, financial deterioration, the
      legal representative or the primary responsible person can not perform
      their duties. 

            


    

    
      	
                
      

            	
               8.3.2 

            	
               Situations
      that are detrimental to the rights of Party B include: Party A does not
      pay off other mature debts (including debts to other branches of China
      Construction Bank or a third-party), or transfers property at a low price,
      or abates a debt, or delays in exercising other rights, or offers a
      guarantee for a third-party. 

            


    

    
      	
                
      

            	
               8.3.3 

            	
               Party
      A abuses the independent status of its legal representative, or limited
      liability for shareholders to avoid debts, which are detrimental to the
      rights of Party B. 

            


    

    
      	
                
      

            	
               8.3.4 

            	
               Party
      A does not meet any of the prerequisites stipulated in this contract,
      attachments, or other agreements under trade financing
      loan. 

            


    

    
    

    
    

    
    

     

    
      
        
        

      

      
         4 

        
          

        

      

      
        
        

      

    

     

    
      	 	
               8.3.5 

            	
               Any
      of the following situations related to the guarantor shall be considered
      as detrimental to the rights of Party
B: 

            


      
        	
                  
      

              	
                 8.3.5.1 

              	
                 Violates
      any provisions under the guarantee contract, or makes untrue, false, or
      incomplete representations and
warranties. 

              


      

      
        	
                  
      

              	
                 8.3.5.2 

              	
                 The
      competency of the guarantor is negatively affected by the following
      situations:  contracting, takeover, leasing, joint-stock
      reforming, registered capital reduction, investing, affiliation, merging,
      acquisition, restructuring, separation, equity participation, business
      rectification, applying for dissolution, applying for bankruptcy, changing
      of the controlling shareholder, significant changes to assets, shutting
      down of production or business, taking heavy fines, suspension of business
      registration, revoking the license, involving in major lawsuits, having
      serious difficulties
      in production and operation, financial deterioration, the legal
      representative or the primary responsibility can not perform their
      duties. 

              


      

    

    
      	
                
      

            	
               8.3.5.3 

            	
               Other
      circumstances that may cause the loss or potential loss of the guarantee
      ability. 

            


    

    
      	
                
      

            	
               8.3.6 

            	
               Any
      of the following situations relates to the mortgage or pledge shall be
      considered as detrimental to the rights of Party
  B: 

            


    

    
      	
                
      

            	
               8.3.6.1 

            	
               Value
      of mortgage or pledge decreases because of national government collection,
      confiscation, expropriation, free-charge recover, demolition, changes in
      market conditions or any other
reason; 

            


    

    
      	
                
      

            	
               8.3.6.2 

            	
               Mortgage
      or pledge is seized, detained, frozen, deducted, confined, sold at
      auction, supervised by an administration, or under ownership
      dispute; 

            


    

    
      	
                
      

            	
               8.3.6.3 

            	
               The
      mortgagor of pledgor violates any provisions under the mortgage or pledge
      contract, or makes untrue, false, incomplete representations and
      warranties. 

            


    

    
      	
                
      

            	
               8.3.6.4 

            	
               Other
      circumstances that may be detrimental to the mortgage or pledge right of
      Party B. 

            


    

    
      	
                
      

            	
               8.3.7 

            	
               Any
      of the following situations shall be considered as detrimental to the
      rights of Party B: guarantee is not established, or does not come into
      effect, or is revoked, or is relieved, or the guarantor violates the
      contract or makes it clear he will not to fulfill the guarantee
      responsibilities, or the guarantor loses some or all of the guarantee
      capabilities, or the value of the collateral is reduced or other
      circumstances. 

            


    

    


    
      	
                
      

            	
               8.4 

            	
               Remedial
      Measures 

            


    

     Party
B has the right to exercise one or more of the following measures when the
circumstances of above Chapter
8.2 or 8.3
happen: 

    
      	
                
      

            	
               8.4.1 

            	
               Party
      B shall adjust or terminate the trade financing loan or a single financing
      under the trade financing loan. 

            


    

    
      	
                
      

            	
               8.4.2 

            	
               Party
      B shall terminate all the contracts and attachments, and request an
      immediate pay off on mature or undue principal, interest, and
      fees. 

            


    

    
      	
                
      

            	
               8.4.3 

            	
               Party
      B shall charge defaut interest and compound
  interest. 

            


    

    
      	
                
      

            	
               8.4.4 

            	
               Party
      B shall exercise the guarantee
right. 

            


    

    
      	
                
      

            	
               8.4.5 

            	
               Other
      remedial measures, include but are not limit
  to: 

            


    

    
      	
                
      

            	
               8.4.5.1 

            	
               Recover
      money from the bank account of Party A at China Construction Bank, without
      advance notice to Party A; 

            


    

    
      	
                
      

            	
               8.4.5.2 

            	
               Require
      Party A to provide a new recognized guarantee for the contract and
      attachments. 

            


    

    
      	
                
      

            	
               8.4.5.3 

            	
               Terminate
      the contract and attachments. 

            


    

    
      	
                
      

            	
               8.4.5.4 

            	
               Other
      remedial measures stipulated in
attachments. 

            


    

     

    
      
        
        

      

      
         5 

        
          

        

      

      
        
        

      

    

    
      


      
        	
                 9 

              	
                 Miscellaneous
      clause 

              


      

      
        	
                  
      

              	
                 9.1 

              	
                 Fees
      payment 

              


      

       Fees
under the contract such as retaining fee, insurance, evaluation fee,
registration fee, custody fee, identification fee, and notary fee shall be paid
by Party A, except as otherwise agreed. 

      


       Fees
charged on Party B for carrying out the rights as the creditor (including but
not limited to: legal expenses, arbitration fees, property preservation fees,
travel expenses, implementation 

       costs,
evaluation fees, auction fees, notary fees, delivery fees, advertising costs,
retaining fees) shall be paid by Party A. 

    

     

    
      	
                
      

            	
               9.2 

            	
               The
      Use of Information 

            


    

     Party
A authorizes Party B to check the credit status of Party A from the credit
database, which is created under the permission of the People's Bank of China
and the credit department. And Party A authorizes Party B to submit credit
status of Party A to the database. In addition, Party A authorizes Party B to
reasonably use and disclose information of Party A for business
use. 

    


    
      	
                
      

            	
               9.3 

            	
               Collection
      Notice 

            


    

     If
Party A defaults on the outstanding loan principal and interest, or breaches
this contract, Party B has the right to inform relevant departments or units,
and carry out collection notices through public media. 

    


    
      	
                
      

            	
               9.4 

            	
               Evidential
      Effects of Records of Party B 

            


    

     Unless
there is reliable evidence to the contrary, all records of Party B, which
include records of principal, interest, fees, and receipts of repayment,
withdrawals, interest payments, and other collection notices and warranties,
shall determine the debtor creditor relationship. Party A shall not challenge
the legal validity for the reason that those records are unilaterally produced
or retained by Party B. 

    


    
      	
                
      

            	
               9.5 

            	
               Reservation
      of Right 

            


    

     Rights
of Party B under this contract shall not exclude any other right in accordance
with laws and regulations and other contracts. Any act of tolerance, grace
period, concessions or delay of the exercise of the provisions of this contract
following Party A’s violation can not be considered that Party B gives up its
rights and interests under this contract, nor that Party B permits or approves
of such violation. Moreover, there shall be no restrictions to prevent or impede
Party B from exercising other rights, and any act of tolerance, grace period,
concessions or delay of the exercise of the provisions of this contract does not
obligate Party B to future acts of this kind toward Party A. 

    


    
      	
                
      

            	
               9.6 

            	
               If
      there is other debt in addition to the debt under this contract, Party B
      has the right to recover money from the bank account of Party A in China
      Construction Bank to pay any of the mature debt. Party A agrees not to
      raise any objections. 

            


    

    
      
        
        

      

      
         6 

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                  
      

              	
                 9.7 

              	
                 Party
      A shall inform Party B by written notice of address or contact information
      changes, any loss caused by deferred notice shall be taken by Party
      A. 

              


      

      


      
        	
                  
      

              	
                 9.8 

              	
                 Charge
      of Accounts Receivable 

              


      

      
        	
                  
      

              	
                 9.8.1 

              	
                 For
      all accounts receivable under this contract, Party B has the right to
      recover money from the bank account of Party A in China Construction Bank,
      without advance notice to Party A. When the foreign exchange settlement
      and foreign exchange trading procedures are required, Party A shall
      cooperate with Party B, and Party A shall take the exchange rate
      risk. 

              


      

    

    
      	
                
      

            	
               9.9 

            	
               Dispute
      settlement methods 

            


    

    
      	
                
      

            	
               During
      the term of the contract, all controversy and dispute shall be dealt with
      through negotiation. If the two parties are unable to reach an agreement,
      either Party can institute legal proceedings in the People’s Court at the
      place of Party B. 

            


    

      
In the litigation or arbitration, terms or conditions that are not controversial
shall continue to be fulfilled. 

    
      	
                          9.10 

            	
               Effective
      conditions of the contract 

            


    

      
This contract shall enter into force after the legal representative (primary
person responsible) or authorized person of both parties sign and chop on the
contract. 

    
      	
                          9.11 

            	
               This
      Agreement will be executed in
  quadruplication. 

            


    

    
      	
                         
      9.12 

            	
               Other
      issues agreed: 

            


    

    
      	
                
      

            	
               9.12.1 

            	
               Deposit
      for each L/C shall be 30% of the issued
  amount. 

            


    

    
      	
                
      

            	
               9.12.2 

            	
               The
      credit shall be granted only when Party A purchases electronic components
      for: Fen Lang Technology Shanghai Ltd., Heli Runxin Technology Beijing
      Co., Ltd., Xinjunlong Technology Beijing Co., Ltd., Hangzhou Jinling
      Technology Ltd., and beneficiaries of the letter of credit shall be
      world-renowned electronic component
  suppliers. 

            


    

    
      	
                          9.13 

            	
               All
      the legal documents under this contract (including but are not limited to:
      attachments, applications, agreements, documents, warranties or the like)
      are an integral part of this contract to specify rights and liabilities of
      both parties. 

            


    

    


    
      	
               10 

            	
               Bank
      In Charge 

            


    

     Party
B authorizes Cheng Dong Branch of CCB as the bank in charge. After the entry
into force of this contract, Cheng Dong Branch has the right to perform the
contract (in whole or in part), debt collection, litigation or arbitration,
implementation, and chop on related materials or documents. 

    


    
      	
               11 

            	
               Acknowledgements 

            


    

    
      	
                         
      11.1 

            	
               Party
      A is well aware of the business line and authorization of Party
      B. 

            


    

    
      	
                         
      11.2 

            	
               Party
      A has read through this contract. Party B has made explanations on
      corresponding provisions. Party A is well aware of meanings of the
      contract, and the legal
consequences. 

            


    

    
      	
                         
      11.3 

            	
               Party
      A signs and performs it obligations under this contract in line with laws,
      regulations, and corporate constitutions, and Party A gets the
      authorization or approval from the corporate authority or state
      authority. 

            


    

    


    


     Signature
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