EXHIBIT
      10.26

     

    MORTGAGE
      CONTRACT OF MAXIMUM AMOUNT

    


    


    Contract
      No.: Year 2005 Shang Zi No. 0005475013

    


    


    Mortgagee:
      Shenzhen Honggang Branch of China Merchants Bank ("Party
      A")

    


    Address:
      Ground Floor, Honggang Building, Honggang Road, Shenzhen City

    Legal
      Representative (Person-in-charge): Liu Jun    Position:
      President

    Telephone
      No.: 25871521

    


    Mortgagor:
      Winner Industries (Shenzhen) Co., Ltd.  ("Party
      B")

    


    Address:
      Winner Industrial Park, Bulong Road Longhua Town, Shenzhen City

    Legal
      Representative: Jianquan Li    Position: Board
      Chairman

    Telephone
      No.: 28138888

    


    Whereas:

    


    Party
      A
      and Party B, being the Facility Applicant, have entered into a Credit Facility
      Agreement (Contract No.: Year 2005 Shang Zi No. 0005475013) on June
      27th
      2005,
      pursuant to which Party A agrees to grant to Party B a comprehensive facility
      of
      up to RMB 25,000,000 yuan (the “Facility”) during the term of the Facility
      commencing from the July 12th
      2005 to
      July 12th
      2006
      (the “Availability Period”).

    


    Party
      B
      is willing to place a mortgage on the property to which it has title or of
      which
      it is rightfully entitled to dispose for the purpose of securing the full
      payment of all the debts owed to Party A by Party B under the Credit Facility
      Agreement on time. Upon examinations, Party A agrees to accept such property
      as
      security. Parties A and B, after negotiations on the basis of equality, hereby
      enter into this Contract subject to the following terms and in accordance with
      the relevant laws and regulations:

     

    
      	1.	
              SECURITY
                OFFERED BY PARTY B 

            


    

    


    Details
      in security list

     

    
      	2.	
              MORTGAGE
                FOR MAXIMUM AMOUNT OF THE
                FACILITY

            


    

    


    
      	
            	2.1	
              The
                Facility referred to herein shall mean the maximum extent of facility
                which Party A will grant to Party B during the Availability Period
                in
                respect of on-balance-sheet transactions such as continuing and revolving
                loans, trade financing and discount of bills (collectively referred
                to as
                the “Loans”) and off-balance-sheet transactions such as acceptance of
                commercial draft, opening of letters of credit and issue of confirmations
                pursuant to the Credit Facility
                Agreement.

            


    

    


    
      	
            	2.2	
              During
                the Availability Period, Party A may separately release the Loans
                or
                provide other facilities under the Facility to Party B. Party B may
                utilize the Facility available in various forms in a revolving manner.
                The
                details of each provision of the Loans or other facilities such as
                the
                amounts, periods and specific purposes shall be prescribed in the
                respective loan contracts, certificates of indebtedness or contracts
                for
                granting other facilities. Any of the above transactions may end
                on a date
                later than the expiry date of the Availability Period and both parties
                shall not raise any objection
                thereto.

            


    

    


    
      	
            	2.3	
              If
                any of the Loans or other facilities advanced to Party B by Party
                A under
                the Facility Agreement remains outstanding upon the expiry of the
                Availability Period, Party B shall guarantee the repayment of the
                same to
                the extent of the Facility by way of the security it has offered.
                

            


    

    


    
      	
            	2.4	
              Regarding
                the Facility provided by Party A to Party B by ways of acceptance
                of
                commercial draft, opening of letters of credit, issue of confirmations
                and
                so forth during the Availability Period, Party B shall guarantee
                the
                repayment of all the debts incurred by Party B (including but not
                limited
                to the principal and interest of the advances made by Party A and
                relevant
                expenses) by way of the security it has offered notwithstanding that
                Party
                A has not made any advances upon the expiry of the Availability
                Period.

            


    

    


    
      	
            	2.5	
              The
                guarantee given by Party B for the Facility by way of the security
                it has
                offered shall remain effective if Party A demands early payment from
                Party
                B in accordance with the Credit Facility Agreement and the respective
                specific contracts before the expiry of the Availability
                Period.

            


    

     

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    
      	3.	
              COVERAGE
                OF THE MORTGAGE

            


    

    


    
      	
            	3.1	
              The
                mortgage constituted hereunder shall cover the outstanding principal
                of
                the Loans or other facilities advanced to Party B by Party A in accordance
                with the Credit Facility Agreement (up to the extent of the Facility
                of
                RMB 25,000,000) and interest thereon, default interest, default payments
                and all other relevant expenses such as those arising from the enforcement
                of the security, including but not limited to the
                following:

            


    

    


    
      	
            	3.1.1	
              the
                outstanding principal of the Loans advanced by Party A pursuant to
                the
                respective loan contracts or certificates of indebtedness concluded
                under
                the Credit Facility Agreement and interest thereon, default interest,
                default payments and relevant
                expenses;

            


    

    


    
      	
            	3.1.2	
              the
                outstanding principal of the advances made to Party B by Party A
                in
                fulfilling its obligations of making payment in respect of the commercial
                draft, letters of credit and confirmations under the Credit Facility
                Agreement and interest thereon, default interest, default payments
                and
                relevant expenses;

            


    

    


    
      	
            	3.1.3	
              all
                expenses accrued to Party A as a result of recovering the debts from
                and
                enforcing the security against Party
                B.

            


    

    


    
      	
            	3.2	
              If
                the outstanding principal of the Loans or other facilities advanced
                to
                Party B by Party A exceeds the extent of the Facility, the exceeding
                amount shall not fall within the guarantee given by Party B. The
                guarantee
                given by Party B shall only cover the outstanding principal of the
                Loans
                or other facilities that is within the extent of the Facility, interest
                thereon, default interest, default payments and other relevant
                expenses.

            


    

    


    
      	4.	
              INDEPENDENCE
                OF THE CONTRACT

            


    

    


    
      	
            	4.1	
              This
                Contract is independent and unconditional. Subject only to the completion
                of the formalities giving effect to this Contract as provided for
                in
                Clauses 6 and 19 hereof, this Contract shall be legally binding on
                Parties
                A and B. The validity of this Contract shall not be affected by the
                validity of the Credit Facility Agreement and the respective specific
                contracts and by any agreements or documents entered into between
                Party B
                and any entity. Nor shall it be altered as a result of fraud,
                reorganization, winding up, dissolution, liquidation, bankruptcy
                or
                whatever on the part of Party B. 

            


    

    


    
      	
            	4.2	
              The
                guarantee given by Party B hereunder shall not be affected if Party
                A
                stops releasing the unutilized portion of the Loans and/or other
                facilities to Party B and declares that the loan advanced shall be
                immediately due and payable or makes claims for the same pursuant
                to the
                Credit Facility Agreement.

            


    

    


    
      	5.	
              CUSTODY
                AND OBLIGATIONS IN RESPECT OF THE SECURITY AND DOCUMENTS OF TITLE
                TO OR
                RIGHTS OVER THE SECURITY

            


    

    


    
      	
            	5.1	
              During
                the term of the mortgage, the security shall be placed in custody
                of Party
                B or its attorney. Party B and its attorney shall keep the security
                in
                safe custody, be responsible for the maintenance and repair of the
                security and keeping the security in good order and condition, and
                at any
                time allow Party A to examine the
                security.

            


    

     

    The
      term
      of the mortgage shall mean the period commencing from the effective date of
      this
      Contract and ending on the date on which the principal and interest of the
      Facility and all other relevant expenses under the Credit Facility Agreement
      are
      paid off.

    


    
      	
            	5.2	
              During
                the term of the mortgage, Party B shall refrain from any acts that
                are
                likely to depreciate the value of the security. Should Party B commit
                such
                act, Party A shall be entitled to demand Party B to stop doing such
                act
                and restore the value of the security or provide additional security
                approved by Party A. Expenses arising from restoration of the value
                of the
                security or creation of new security shall be borne by Party
                B.

            


    

    


    
      	
            	5.3	
              During
                the term of the mortgage, Party B shall deliver to Party A the documents
                of title to or rights over the security and other relevant certifying
                documents. Party A shall keep such documents in safe custody or it
                shall
                bear the costs of replacement of the documents damaged or lost due
                to
                improper custody on the part of Party
                A.

            


    

    


    
      	6.	
              REGISTRATION
                OF SECURITY

            


    

    


    Parties
      A
      and B shall deliver this Contract and the relevant materials to the registration
      authority for registration of the security within 15 days from the execution
      date of this Contract.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    


    
      	7.	
              INSURANCE

            


    

    


    
      	
            	7.1	
              Party
                B shall keep the security insured against such risks as Party A may
                require with Shenzhen Branch of China Pacific Property Insurance
                Co.,
                Ltd., the insurer designated by Party A, for an amount not less than
                the
                full replacement cost thereof. The insurance policy shall be placed
                in the
                custody of Party A who shall be named as the first beneficiary therein.
                The insurance shall be maintained in full force and effect beyond
                the
                Availability Period agreed in the Credit Facility Agreement. Whenever
                the
                Availability Period is extended, Party B shall go through the formalities
                to extend the term of the insurance. In case of any damages to the
                security insured, Party A shall be given priority to recover the
                principal
                and interest of the Loans and the advances and all other relevant
                expenses
                under the Credit Facility Agreement out of the insurance
                indemnity.

            


    

    


    
      	
            	7.2	
              Party
                B shall extend the term of the insurance on the security if it fails
                to
                pay off all its debts under the Credit Facility Agreement upon the
                expiry
                of the Availability Period notwithstanding that the Availability
                Period
                has not been extended. If Party B fails to extend the term of the
                insurance on the security, Party A is entitled to do so on behalf
                of Party
                B and the expenses arising therefrom shall be borne by Party
                B.

            


    

    


    
      	8.	
              LIMITATIONS
                ON DISPOSAL OF THE SECURITY DURING THE TERM OF THE
                MORTGAGE

            


    

    


    
      	
            	8.1	
              During
                the term of the mortgage, Party B shall not transfer the security
                hereunder by ways of sale, exchange, gift or whatever without
                authorization. If Party B is required to transfer the security hereunder
                for consideration, it shall be subject to the following
                conditions:

            


    

     

    
      	
            	8.1.1	
              Party
                B shall obtain written consent from Party A and inform the transferee
                of
                the mortgage placed on the security to be transferred, otherwise
                the
                transfer shall be null and void;

            


    

    


    
      	
            	8.1.2	
              Party
                B shall, on demand of Party A, provide additional security if the
                security
                will be transferred at a price far less than its value and the proceeds
                from such transfer are insufficient to cover the Facility and all
                other
                expenses in full; and no such transfer shall be effected if Party
                B fails
                to do so;

            


    

    


    
      	
            	8.1.3	
              The
                proceeds from the transfer of the security shall be deposited directly
                in
                the bank account designated by Party A for the purpose of payment
                or early
                payment of the principal and interest of all the Loans or advances
                and all
                other relevant expenses under the Credit Facility Agreement. After
                Party B
                has deposited the full amount of the proceeds from the transfer of
                the
                security in the bank account designated by Party A, Party A may assist
                Party B to cancel the registration of the security and return to
                Party B
                the documents of title to or rights over the
                security.

            


    

    


    
      	
            	8.2	
              Without
                prior written consent from Party A, Party B shall not transfer, lease
                out,
                place a second mortgage on the security hereunder or dispose of the
                security hereunder in any other improper
                manner.

            


    

    


    
      	9.	
              All
                expenses in connection with matters such as insurance, notarization
                and
                registration hereunder shall be borne by Party
                B.

            


    

     

    
      	10.	
              Once
                this Contract has taken into effect, neither party shall modify or
                terminate this Contract without prior consent of the other party.
                This
                Contract shall only be modified or terminated upon a written agreement
                between the two parties through negotiations. All provisions hereof
                shall
                remain in force until the said written agreement has been
                reached.

            


    

     

    
      	11.	
              If
                Party B undergoes division or amalgamation during the continuance
                of this
                Contract, the organization(s) so formed thereafter shall be jointly
                or
                severally liable for Party B’s obligations hereunder. In the event that
                Party B is declared dissolved or bankrupt, Party A shall be entitled
                to
                dispose of the security prior to the expiry of this
                Contract.

            


    

     

    
      	12.	
              Party
                A may dispose of the security in accordance with the law upon occurrence
                of any of the following events:

            


    

    


    
      	
            	12.1	
              any
                of the events of default specified in Clause 10.1 of the Credit Facility
                Agreement occurs on the part of Party B and Party A exercises the
                right of
                recourse pursuant to the Credit Facility Agreement and the respective
                specific contracts;

            


    

    


    
      	
            	12.2	
              any
                of the events of default specified in Clause 10.3 of the Credit Facility
                Agreement occurs on the part of Party B, or Party B fails to perform
                its
                obligations hereunder, constituting default under the provisions
                hereof;

            


    

    


    
      	
            	12.3	
              Party
                B dies without appointing a successor or
                beneficiary;

            


    

    


    
      	
            	12.4	
              Party
                B’s successor or beneficiary waives its right of succession or to gift,
                and refuses to undertake the obligation to pay the principal and
                interest
                of loans;

            


    

    


    
      	
            	12.5	
              Party
                B winds up its business, has its business licence revoked or cancelled,
                has filed or been presented the bankruptcy or dissolution petition
                and so
                forth;

            


    

    


    
      	
            	12.6	
              the
                occurrence of any other matters that would jeopardize the enforcement
                of
                claims under the Credit Facility
                Agreement.

            


    

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	13.	
              LIABILITY
                FOR DEFAULT

            


    

    


    
      	
            	13.1	
              If
                Party B violates Clause 5 hereof and fails to maintain and manage
                the
                security properly, resulting in depreciation of the value of the
                security,
                or Party B commits any acts that jeopardize the security directly,
                resulting in depreciation of the value of the security, and refuses
                to
                restore the value of the security as required by Party A or provide
                additional security acceptable to Party A, Party A shall be entitled
                to
                dispose of the security lawfully before the expiry of this
                Contract.

            


    

    


    
      	
            	13.2	
              If
                Party B violates Clause 8 hereof and disposes of the security without
                authorization, such disposal shall be null and void. Party A shall
                be
                entitled to require Party B to stop doing such tortious act immediately,
                restore the original security and, where the actual circumstances
                so
                require, provide other security acceptable to Party A, or Party A
                shall be
                entitled to dispose of the security lawfully before the expiry of
                this
                Contract.

            


    

    


    
      	
            	13.3	
              If
                Party B conceals the fact that the security is jointly owned, in
                dispute,
                attached, distrained, leased out or in mortgage, or the fact that
                Party B
                has no title to and right of disposition over the security, Party
                B shall
                be liable for the economic losses so incurred to Party
                A.

            


    

    


    
      	
            	13.4	
              If
                Party B fails to provide additional security on demand of Party A,
                Party B
                shall pay to Party A a default payment equivalent to 10 % of the
                Facility
                under the Credit Facility Agreement. Moreover, Party B shall indemnify
                Party A against any economic loss arising
                therefrom.

            


    

     

    
      	14.	
              If
                the security is attached or distrained by a People’s court as a result of
                Party A's application for enforcement of its right to the security
                hereunder due to the fact that the principal and interest of the
                Loans and
                advances and all other relevant expenses owed to Party A by Party
                B have
                not been paid on time upon expiry of the Availability Period, Party
                A
                shall be entitled to, from the date of such attachment or distraint,
                receive the natural yields derived from the security and the legal
                yields
                payable to Party B in respect of the
                security.

            


    

     

    
      	15.	
              ENFORCEMENT
                OF SECURITY

            


    

    


    
      	
            	15.1	
              Upon
                occurrence of any one or more of the events prescribed in Clauses
                12
                hereof, the right to the security may be enforced in the following
                ways:

            


    

    


    
      	
            	15.1.1	
              the
                security may be converted into money directly or put up for auction
                or
                sale according to the agreement entered into between Parties A and
                B;

            


    

    


    
      	
            	15.1.2	
              the
                security may be disposed of in such manner as stipulated in
                law.

            


    

    


    
      	
            	15.2	
              Party
                A shall be given priority to have its claims satisfied with the proceeds
                from the above-mentioned disposal of the security. Any excess of
                the
                proceeds over the total of the principal and interest of the Loans
                and
                advances and all other relevant expenses owed by Party B under the
                Credit
                Facility Agreement, shall be vested in Party B. In case of deficiency,
                Party A shall exercise the right of recourse to recover the
                deficit.

            


    

     

    
      	16.	
              LAPSE
                OF RIGHT TO THE SECURITY

            


    

    


    If
      the
      principal and interest of the Loans and advances owed by Party B under the
      Credit Facility Agreement have been paid off on time upon expiry of the
      Availability Period, Party A’s right to the security shall lapse automatically.
      Party A shall return to Party B the documents of title or rights or certifying
      documents and the insurance policies of the security which are in its custody.
      Party A may, at the request of Party B, assist Party B to cancel the
      registration of the security.

     

    
      	17.	
              During
                the continuance of this Contract, no relaxation, forbearance or indulgence
                by Party A in enforcing any of its interests or rights under the
                Credit
                Facility Agreement against any events of default or delay of Party
                B shall
                prejudice, affect or restrict Party A’s interests and rights as creditor
                under the relevant laws and regulations and this Contract, nor shall
                it
                operate as a waiver of Party A’s rights to take actions against existing
                or future defaults. 

            


    

     

    
      	18.	
              APPLICABLE
                LAW AND SETTLEMENT OF
                DISPUTES

            


    

    


    
      	
            	18.1	
              The
                execution, construction and settlement of disputes of this Contract
                shall
                be governed by the laws of the People’s Republic of
                China.

            


    

    


    
      	
            	18.2	
              Any
                dispute between Parties A and B in connection with the performance
                of this
                Contract may be settled by the two parties through negotiations.
                In case
                no settlement can be reached through negotiations, any of the Parties
                may
                submit the dispute to the People’s court of the territory where Party A is
                located.

            


    

     

    
      	19.	
              EFFECTIVENESS
                OF THE MORTGAGE CONTRACT

            


    

    


    This
      Contract shall take effect from the date on which the registration of the
      security comes into force upon affixing the signatures and official seals by
      the
      authorized signatories of the two parties. This Contract shall remain effective
      until the date on which the principal and interest of all the Loans and advances
      and all other expenses owed to Party A by Party B under the Credit Facility
      Agreement are settled in full.

     

    
      	20.	
              This
                Contract is executed in 7 counterparts. Party A, Party B, the guarantor
                and the registration authority each holds one thereof.
                

            


    

    


    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    


    


    PARTY
      A:    (OFFICIAL
      SEAL)

    Shenzhen
      Honggang Branch of China Merchants Bank

    


    AUTHORIZED
      SIGNATORY: Lei Li

    


    


    PARTY
      B:    (OFFICIAL
      SEAL)

    Winner
      Industries (Shenzhen) Co., Ltd.

    


    AUTHORIZED
      SIGNATORY: Jianquan Li

    


    


    DATE:
      June 27th,
      2005

    


    Security
      List

    


    Real
      properties under the Certificate numbered: 

    Shen
      Fang
      Di Zi No. 5000148445

    Shen
      Fang
      Di Zi No. 5000148444

    Shen
      Fang
      Di Zi No. 5000148443

    Shen
      Fang
      Di Zi No. 5000148451

    Shen
      Fang
      Di Zi No. 5000148450

    Shen
      Fang
      Di Zi No. 5000148449

    Shen
      Fang
      Di Zi No. 5000148448

    Shen
      Fang
      Di Zi No. 5000148447

    Shen
      Fang
      Di Zi No. 5000148446

    Shen
      Fang
      Di Zi No. 5000148453

    Shen
      Fang
      Di Zi No. 5000148454

    
      	 	 	 	 
	 	 	 	 
	
              -5-