EXHIBIT
      10.32

     

    IRREVOCABLE
      LETTER OF GUARANTEE

    WITHIN
      MAXIUM AMOUNT

    


    Ref.:
      Year 2005 Shang Zi No. 0005475013-02

    


    
      	To:	
              Shenzhen
                Honggang Branch of China Merchants Bank (the
                "Bank")

            


    

    


    Whereas:

    The
      Bank
      and Winner Industries (Shenzhen) Co., Ltd. (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 the Bank would grant facilities of up to the aggregate amount
      of RMB 25,000,000 yuan (or the equivalent amount of foreign currencies) (the
      "Facility") to the Facility Applicant during the availability period of the
      Facility commencing from July 12th
      2005 to
      July 12th
      2006
      (the "Availability Period").

    


    At
      the
      request of the Facility Applicant, the Undersigned agrees to issue this Letter
      of Guarantee and voluntarily gives guarantee with joint and several liabilities
      for all the debts owed to the Bank by the Facility Applicant under the Credit
      Facility Agreement. The details of this Guarantee are as follows:

     

    
      	1.	
              Guarantee
                within Maximum Amount

            


    

    


    
      	
            	1.1	
              The
                Facility referred to herein shall mean the maximum extent of facility
                which the Bank will grant to the Facility Applicant during the
                Availability Period in respect of on-balance-sheet transactions such
                as
                continuing and revolving loans, trade financing and discount (collectively
                referred to as the “Loan”) and off-balance-sheet transactions such as
                acceptance of commercial draft, opening of letters of credit and
                issue of
                confirmations.

            


    

    


    
      	
            	1.2	
              During
                the Availability Period, the Bank may separately release the Loans
                or
                provide other facilities to the Applicant for Facility pursuant to
                the
                Facility Agreement and/or the respective specific contracts concluded
                thereunder. Party B may utilize the Facility 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 facility may expire on
                a date
                later than the expiry date of the Availability Period agreed in the
                Facility Agreement and the Undersigned shall not raise any objection
                thereto.

            


    

    


    
      	
            	1.3	
              If
                any of the Loans or other facilities advanced to the Facility Applicant
                by
                the Bank is still outstanding upon the expiry of the Availability
                Period,
                the Undersigned shall undertake joint and several liabilities for
                repayment of the same to the extent of the
                Facility.

            


    

    


    
      	
            	1.4	
              Regarding
                the Facility provided by the Bank to the Facility Applicant by ways
                of
                acceptance of commercial draft, opening of letters of credit, issue
                of
                confirmations and so forth during the Availability Period, the Undersigned
                shall undertake joint and several liabilities for repayment of all
                the
                debts accrued to the Facility Applicant (including but not limited
                to the
                principal and interest of the advances made by the Bank and relevant
                expenses) notwithstanding that the Bank has not made any advances
                upon the
                expiry of the Availability Period.

            


    

    


    
      	
            	1.5	
              The
                joint and several guarantee given by the Undersigned for the Facility
                shall be effective if the Bank demands early payment from the Applicant
                for Facility in accordance with the Credit Facility Agreement and/or
                the
                respective specific contracts before the expiry of the Availability
                Period.

            


    

     

    
      	2.	
              Coverage
                of Guarantee

            


    

    


    
      	
            	2.1	
              The
                guarantee given by the Undersigned shall cover the outstanding principal
                of the Loans or other facilities advanced to the Applicant for Facility
                by
                the Bank during the Availability Period in accordance with the Credit
                Facility Agreement (up to the extent of the Facility of RMB 25,000,000
                yuan) and interest thereon, penalty interest, compensation and all
                other
                relevant expenses such as those arising from the enforcement of its
                claims, including but not limited to the
                following:

            


    

    


    
      	
            	2.1.1	
              the
                outstanding principal of the Loans advanced by the Bank pursuant
                to the
                respective loan contracts or certificates of indebtedness concluded
                under
                the Credit Facility Agreement and interest thereon, penalty interest,
                compensation and relevant expenses;

            


    

    


    
      	
            	2.1.2	
              the
                outstanding principal of the advances made to the Facility Applicant
                by
                the Bank 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, penalty interest, compensation
                and relevant expenses;

            


    

    


    
      	
            	2.1.3	
              all
                expenses accrued to the Bank as a result of recovering the debts
                owed by
                the Facility Applicant.

            


    

    


    
      	
            	2.2	
              If
                the outstanding principal of the Loans or other facilities advanced
                to the
                Facility Applicant by the Bank exceeds the maximum amount of the
                Facility,
                the exceeding amount shall not fall within the guarantee given by
                the
                Undersigned. The joint and several guarantee given by the Undersigned
                shall only cover the outstanding principal of the Loans or other
                facilities that is within the maximum extent of the Facility, interest
                thereon, penalty interest and
                compensation.

            


    

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      	3.	
              Enforcement
                of Guarantee

            


    

    


    The
      Undersigned acknowledges it bears joint and several financial and legal
      liabilities for all the debts owed by the Facility Applicant which fall within
      the coverage of guarantee stated in Clause 2. Should the Facility Applicant
      fails to repay on time the principal and interest of all the Loans and advances
      paid by the Bank and other relevant expenses pursuant to the Credit Facility
      Agreement and/or the respective specific contracts, or any of the breach of
      contract prescribed in the Credit Facility Agreement and/or the respective
      specific contracts occurs, the Bank shall be entitled to make claims against
      the
      Undersigned directly without first making claims or initiating proceedings
      against the Facility Applicant. Notwithstanding that mortgage or pledge is
      created for securing due payment of all the debts owed by the Facility Applicant
      under the Credit Facility Agreement, the Bank may, at its option, make claims
      for such debts against the Undersigned directly without first disposing of
      the
      security or the collateral.

     

    Any
      notice of claim issued by the Bank shall be conclusive and the Undersigned
      shall
      not raise any objection thereto. The Undersigned agrees to make full payment
      of
      all the debts owed by the Facility Applicant under the Credit Facility Agreement
      within five days after receipt of a notice of claim in writing from the Bank
      without production of any proof and other documents by the Bank.

    


    
      	4.	
              Term
                of Guarantee

            


    

    


    The
      Undersigned shall undertake its liability hereunder for a period commencing
      from
      the effective date of this Guarantee to two years after the expiry date of
      each
      loan or advance date of each advance under the Credit Facility
      Agreement.

    


    
      	5.	
              Independence
                of Guarantee

            


    

    


    
      	
            	5.1	
              This
                Guarantee is independent, continuing, irrevocable and unconditional
                and
                shall not be affected by the invalidity of the Credit Facility Agreement
                and the respective specific contracts and by any agreements or documents
                entered into between the Facility Applicant and any entity. Nor shall
                it
                be altered as a result of fraud, reorganization, winding up, dissolution,
                liquidation and bankruptcy on the side of the Facility Applicant.
                The
                liability of the Undersigned hereunder shall not be released by any
                order,
                change of the financial condition of the Undersigned or any agreement
                entered into between the Undersigned and any entity or
                individual.

            


    

    


    
      	
            	5.2	
              The
                liability of the Undersigned hereunder shall not be affected if the
                Bank
                stops releasing the undrawn loan and/or other facilities to the Facility
                Applicant and declares that the loan advanced shall be immediately
                due and
                payable pursuant to the Credit Facility Agreement and/or the respective
                specific contracts.

            


    

    


    
      	6.	
              The
                Undersigned confirms that it will accept all agreements on extension
                or
                any other supplemental agreements entered into between the Bank and
                the
                Facility Applicant in respect of the periods of the respective specific
                contracts, interest rates and other matters during the performance
                of the
                Credit Facility Agreement and the respective specific contracts and
                hereby
                waives its right to receive any notice relating thereto from the
                Bank.

            


    

     

    
      	7.	
              The
                Undersigned hereby represents and guarantees as
                follows:

            


    

    


    
      	
            	7.1	
              The
                Undersigned is an enterprise legal person or an institution legal
                person
                found not for public welfare purpose, capable of acting as a guarantor,
                established with the approval of __/__
                and registered with the Administration of Industry and Commerce (No.
                __/__).
                The Undersigned is willing to offer the assets to which it has title
                or of
                which it is rightfully entitled to dispose as a guarantee for performance
                of its obligations prescribed
                herein;

            


    

    


    
      	
            	7.2	
              The
                Undersigned executes this Letter of Guarantee with full authorization
                or
                approval of the authorities such as the departments of higher level/the
                board of directors;

            


    

    


    
      	
            	7.3	
              The
                Undersigned executes this Letter of Guarantee of its own free will,
                not
                under any influence of fraud or
                duress;

            


    

    


    
      	
            	7.4	
              As
                long as this Letter of Guarantee is in force, the total amount of
                the
                debts (or equivalent in any foreign currency) guaranteed by the
                Undersigned shall not exceed the total value of the proprietary interests
                of the Undersigned;

            


    

    


    
      	
            	7.5	
              The
                financial statements and all other documents provided to the Bank
                by the
                Undersigned are true and legitimate. The legal representative or
                other
                persons-in-charge of the Undersigned shall be held liable absolutely
                for
                such statements and documents;

            


    

    


    
      	
            	7.6	
              The
                Undersigned will provide confirmation on its execution of this Guarantee
                if the Bank so requires;

            


    

    


    
      	
            	7.7	
              The
                Undersigned shall forthwith notify the Bank of any change of its
                registration with the industrial and commercial authority, organization,
                operation or financial condition if such change will likely affect
                the
                capability of the Undersigned to perform this
                Guarantee;

            


    

    


    
      	
            	7.8	
              The
                successor(s) or assignee(s) of the Undersigned shall be bound by
                all
                provisions hereof. The Undersigned shall not assign its liability
                hereunder without prior written consent from the
                Bank.

            


    

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	8.	
              Should
                the Undersigned fail to pay off the guaranteed debts as prescribed
                herein,
                the Bank shall be entitled to debit the same to the deposit account
                of the
                Undersigned until all the debts owed to the Bank by the Applicant
                for
                Facility under the Facility Agreement are settled in full and the
                Undersigned shall not raise any objection
                thereto.

            


    

    


    
      	9.	
              During
                the continuance of this Guarantee, no relaxation, forbearance or
                indulgence by the Bank in enforcing any of its interests or rights
                under
                the Facility Agreement and this Guarantee against any events of breach
                of
                contract or delay of the Facility Applicant and the Undersigned shall
                prejudice, affect or restrict the Bank’s interests and rights as a
                creditor under the relevant laws and regulations and this Guarantee,
                nor
                shall it operate as a waiver of the Bank’s rights to take actions against
                existing or future defaults.

            


    

    


    
      	10.	
              This
                Guarantee shall be governed by the laws of the People’s Republic of China.
                The Undersigned agrees to settle any argument and dispute arising
                from
                this Guarantee in such manners as agreed in the Credit Facility
                Agreement.

            


    

    


    
      	11.	
              This
                Guarantee shall take effect from the date on which it is signed by
                the
                authorized signatory of the Undersigned and affixed with the official
                seal
                of the Undersigned. 

            


    

    


    
      	12.	
              Miscellaneous:

            


    

    N/A

    


    
      	13.	
              This
                Letter of Guarantee is executed in 3 originals with the Bank, the
                Applicant for Facility and the Undersigned each holding one thereof.
                

            


    

     

    

      
        	
                THE
                  GUARANTOR (SEAL):

                Winner
                  Medical & Textile Ltd. Yichang

              	 	
                AUTHORIZED
                  SIGNATORY

                (SIGNATURE):
                  Jianquan Li

              
	 	 	 
	
                OFFICIAL
                  ADDRESS OF THE

                GUARANTOR:
                  No. 20 Jiangxia Avenue, Jiangkou Town, Zhijiang City, Hubei
                  Province

              	 	 
	 	 	 
	
                TEL:
                  0717-4352988

              	 	
                FAX:
                  0717-4352998

              
	 	 	 
	
                BANK
                  WITH WHICH ACCOUNT(S) OF THE GUARANTOR MAINTAINED:

                Jiangkou
                  Sub-branch, Zhijiang Branch of Agricultural Bank of China

              	 	
                SETTLEMENT
                  ACCOUNT NO. OF THE GUARANTOR:

                17343001040000519

              
	 	 	 
	 	 	 


      

    

    
      
        	
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