EXHIBIT
      10.12

    


    Working
      Capital Loan Contract

    


    
      	
              Borrower
                (party A):

            	
              Winner
                Medical & Textile Ltd. Tianmen 

            
	
              Address
                (location):

            	
              No.47
                South Jianshe Road, Yuekou Town 

            
	
              Legal
                Representative:

            	
              Mr.
                Jianquan Li 

            
	 	 
	 	 
	
              Lender
                (party B):

            	
              Tianmen
                Branch of Industrial & Commercial Bank of China 

            
	
              Address:

            	
              No.
                22 Luyv Avenue, Jinglin 

            
	
              Legal
                Representative (Person-in-charge):

            	
              Mr.
                Jinlin Lian 

            


    

     

    Whereas
      Party A has applied to Party B for a loan for the purpose as specified in Clause
      2.1 of this Contract and Party B agrees to provide such loan to Party A. After
      friendly negotiations, the Parties enter into this Contract subject to the
      following terms and in accordance with relevant laws and regulations:


     

    
      	1.	
              TYPE
                OF LOAN

            


    

    
      	1.1	
              The
                type of Loan is short-term working capital
                loan.

            


    

    


    
      	2.	
              PURPOSE
                OF THE LOAN

            


    

    
      	2.1	
              The
                Loan shall be used as capital for purchase of raw materials only.
                

            


    

    


    
      	2.2	
              Party
                A shall not change the purpose of the Loan without written consent
                from
                Party B.

            


    

    


    
      	3.	
              AMOUNT
                AND TERM OF THE LOAN

            


    

    
      	3.1	
              The
                amount of the Loan is RMB Two
                Million.

            


    

    


    
      	3.2	
              The
                Loan is granted for a term of 12 months commencing from January
                14th,
                2005 to January 13th,
                2006. 

            


    

    


    
      	
              3.3

            	
              Party
                A should withdraw the Loan in one trenche according to Clause 3.2
                of this
                Contract. Under special circumstances and with written consent from
                Party
                B, Party A can withdraw the Loan 7 days in advance or delay. The
                drawdown
                date and maturity date of the Loan shall be the dates prescribed
                on the
                relevant certificate of indebtedness.


            


    

     

     

    
      
         

      

      
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      	4.	
              INTEREST
                RATE AND INTEREST

            


    

    
      	4.1	
              Interest
                of the Loan is calculated daily from the drawdown date at the monthly
                rate
                of 4.65 ‰ and paid monthly on the 20th
                day of each month. Principal is paid off on maturity date with all
                due
                interest.

            


    

    


    
      	4.2	
              If
                the People’s Bank of China adjusts the lending rate during the term of the
                Loan and such adjustment is applicable to the Loan, Party B is entitled
                to
                calculate interest on the Loan at the interest rate and in the method
                after the adjustment without informing Party
                A.

            


    

    


    
      	5.	
              CAPITAL
                SOURCE FOR REPAYMENT AND REPAYMENT
                WAY

            


    

    
      	5.1	
              Party
                A shall repay the Loan with (but not restrained to) its sales
                amount;

            


    

    


    
      	5.2	
              Under
                no circumstances is Party A entitled to refuse to fulfill its repayment
                obligations under this Contract by quoting Clause 5.1 of this
                Contract.

            


    

    


    
      	5.3	
              Party
                A should pay interest and repay principal of the Loan on
                time.

            


    

     

    
      	5.4	
              Party
                A should deposit in the account opened with Party B the due interest
                or
                principal before interest settlement date or principal repayment
                date and
                authorize Party B to deduct such amount from Party A’s account on the
                agreed interest settlement date or principal repayment
                date.

            


    

    


    
      	6.	
              GUARANTEE
                CLAUSE

            


    

    
      	6.1	
              The
                way of guarantee for the loan under this Contract is
                mortgage.

            


    

    


    
      	6.2	
              Party
                A is obligated to assist Party B and procure that Party B signs the
                mortgage contract numbered 1809010012004 Jing Tian (Di) No.0023 with
                the
                mortgagor.

            


    

    


    
      	6.3	
              In
                case of occurrence of changes which have a negative impact upon Party
                B’s
                creditor’s right, Party B is entitled to urge Party A to provide other
                security to the satisfaction of Party
                B.

            


    

    


    
      	7.	
              RIGHTS
                AND OBLIGATIONS OF BOTH
                PARTIES

            


    

    
      	7.1	
              Party
                A shall have the following rights and
                obligations:

            


    

    
      	
            	§	
              to
                draw down and use the Loan according to this
                Contract;

            


    

    
      	
            	§	
              not
                to repay the Loan before maturity date without obtaining written
                consent
                from Party B;

            


    

    
      	
            	§	
              to
                bear all expenses incurred under this
                Contract;

            


    

    
      	
            	§	
              it
                shall notify Party B at least 30 days in advance of any activities
                that
                would have a negative impact upon Party B’s ability to realize its rights
                such as joint operation, merger, restructuring, sale of material
                asset,
                etc. and obtain Party B’s written consent, otherwise, Party A is not
                allowed to carry out the afore mentioned activity before repayment
                of the
                Loan;

            


    

    
      	
            	§	
              to
                notify Party B of any changes like location, contact address, business
                scope, legal representative and other commercial register items within
                7
                days after these changes;

            


    

    
      	
            	§	
              it
                shall notify Party B immediately the occurrence of any event that
                will
                affect its normal operation or solvency under this contract, such
                as (but
                not restrain to) severe economic dispute, bankruptcy, financial
                deterioration etc;

            


    

    
      	
            	§	
              In
                case of it winding up, dissolution, suspension of operation, revoke
                of
                business license, Party A should notify Party B of such events within
                5
                days after their occurrence and undertake to repay the principal
                and
                interest immediately.

            


    

    
      	
            	§	
              Others
                as agreed.

            


    

     

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	7.2	
              Party
                B shall have the following rights and
                obligations:

            


    

    
      	
            	§	
              to
                require Party A to provide all materials related to the
                Loan;

            


    

    
      	
            	§	
              to
                deduct the principal, interest, compound interest, penalty interest
                and
                other due expenses relating to the Loan under this Contract directly
                from
                Party B’s account in accordance with the provisions of this Contract or
                relevant law;

            


    

    
      	
            	§	
              in
                case of Party A’s evasion of Party B’s monitoring, default in payment for
                due principal or interest and other severe breach of the Contract,
                Party B
                is entitled to impose credit penalty against Party A, notify relevant
                departments or entities of such breach and put up payment demand
                notice on
                public media;

            


    

    
      	
            	§	
              to
                provide loan to Party A in time according to the provisions of the
                Contract (except for the delays due to Party A’s
                reason);

            


    

    
      	
            	§	
              to
                keep confidential of the information and materials provided by Party
                A..

            


    

    


    
      	8.	
              LIABILITY
                FOR DEFAULT

            


    

    


    
      	8.1	
              The
                Parties shall fulfill their obligations under the Contract, otherwise,
                the
                default party should take breach of contract
                liabilities..

            


    

    


    
      	8.2	
              If
                Party A fails to draw down loan from Party B in accordance with Clause
                3.3
                of the Contract, Party B is entitled to charge penalty for breach
                of
                contract by charging interest daily at the interest rate stipulated
                in the
                Contract.

            


    

    


    
      	8.3	
              If
                Party B fails to provide the Loan for Party A in accordance with
                Clause
                3.3 of the Contract,. Party A is entitled to charge penalty for breach
                of
                contract by charging interest daily at the interest rate stipulated
                in the
                Contract

            


    

    


    
      	8.4	
              If
                Party A repays the Loan before the maturity date without getting
                Party B’s
                written consent, Party B is entitled to charge interest for the term
                and
                at the interest rate stipulated in the
                Contract.

            


    

    


    
      	8.5	
              If
                Party A fails to make timely payment for the principal and interest
                of the
                Loan under this Contract, Party B is entitled to urge Party A to
                repay in
                a given period, it’s also entitled to counteract all accounts Party A has
                opened with Party B and charge interest on the default amount at
                the
                interest rate of 0.21‰. Party B is also entitled to charge interest on
                overdue interest.

            


    

    


    
      	8.6	
              If
                Party A does not use the Loan for the purpose prescribed in this
                Contract,
                Party B is entitled to withdraw part or all of the Loan before the
                due
                date, or terminate the Contract. Party B is also entitled to charge
                interest for the misused amount at the rate of 0.3‰ based on misused days.
                Interest shall also be charged on overdue
                interest.

            


    

    


    
      	8.7	
              If
                event of breach of contract prescribed in Clause 8.5 and 8.6 occur
                simultaneously, Party B should impose penalty based on the breach
                which is
                more severe instead of based on both
                events.

            


    

    


    
      	8.8	
              If
                Party A is found to have been in any of the following situations,
                it
                should rectify and take measures to the satisfaction of Party B within
                7
                days after receipt of Party B’s notice, otherwise Party B is entitled to
                withdraw part or all of the Loan before due date; In the situation
                where
                Party B is unable to do so, Party B is entitled to charge interest
                at the
                interest rate applicable to over due
                loan.

            


    

    
      	
            	§	
              Party
                A provides false materials to or withholds true important facts of
                balance
                sheet, income sheet and other financial materials from Party
                B;

            


    

    
      	
            	§	
              Party
                A refuses to accept or evades Party B’s supervision over its use of the
                Loan and related operations and financial
                activities;

            


    

    
      	
            	§	
              Party
                A transfers or disposes its material assets without getting Party
                B’s
                consent;

            


    

    
      	
            	§	
              The
                major part or all of Party A’s assets are possessed by a third party,
                taken over by designated client or consigner, detained or frozen,
                and such
                may cause sever loss to Party B;

            


    

    
      	
            	§	
              Party
                A is in situation of contracted operation, restructuring, merger,
                division, capital decrease, material assets transfer, etc, without
                getting
                Party B’s consent and such situation may impair Party B’s creditor’s
                rights;

            


    

    
      	
            	§	
              Party
                A changes its location, postal address, business scope, legal
                representative and other registration items or invest a considerable
                amount in a third party and such change may impair or threaten to
                impair
                Party B’s creditor’s rights;

            


    

    
      	
            	§	
              Party
                A suffers is involved in sever economic dispute or suffers sever
                financial
                deterioration which will impair or threaten Party B’s creditor’s
                rights;

            


    

    
      	
            	§	
              any
                other circumstances which may impair or threaten to impair Party
                B’s
                creditor’s rights.

            


    

     

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	9.	
              EFFECTIVENESS,
                MODIFICATION AND TERMINATION OF THE
                CONTRACT

            


    

    
      	9.1	
              This
                Contract shall come into effect upon signing and stamping by both
                parties
                and upon effectiveness of the guarantee contract in present of guarantee.
                This Contract shall remain effective until the date on which all
                principal, interest, penalty interest, breach of contract compensation
                and
                other due expenses under the Contract are paid off..
                

            


    

    


    
      	9.2	
              If
                Party A is found to have been in any of the following situations,
                Party B
                is entitled to terminate the Contract, and demand Party A to repay
                the
                principal and interest under this Contract before the due date and
                compensate for Party B’s losses:

            


    

    
      	
            	§	
              Party
                A is in the situation of winding up, dissolution, suspension of operation,
                revoking or cancellation of its business
                license;

            


    

    
      	
            	§	
              Changes
                occur relating to the guarantee under this Contract which will have
                an
                adverse impact on Party B’s creditor’s right, and Party A fail to provide
                extra guarantee as required by Party
                B;

            


    

    
      	
            	§	
              other
                severe breach of the Contract.

            


    

    


    
      	9.3	
              If
                Party A wishes to renew the Loan, it should provide written application
                together with the written consent of the guarantor for the renewal
                to
                Party B 30 days before the expiry date. If Party B agrees to renew
                the
                Loan, the Parties shall enter into an agreement for extension of
                the Loan
                contract. This Contract shall be performed continuously before the
                agreement for extension is signed.

            


    

    


    
      	9.4	
              After
                this Contract comes into effect, neither party shall modify, amend
                or
                terminate this Contract before the due date unless otherwise stated
                in the
                Contract. This contract may be modified and terminated upon a written
                agreement between Party A and B through negotiations.
                

            


    

    


    
      	10.	
              SETTLEMENT
                OF DISPUTES

            


    

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

    


    
      	11.	
              OTHER
                AGREEMENTS REACHED

            


    

    


    
      	12.	
              SUPPLEMENTARY
                ARTICLES

            


    

    
      	12.1	
              Attachments
                of this Contract constitute an integral part of this Contract and
                shall
                have the same legal force with the main part of this
                Contract.

            


    

    


    
      	12.2	
              During
                the performance of this Contract, if certain drawdown date or repayment
                date is not a bank working date, such date shall be postponed to
                the
                working date following it.

            


    

    


    
      	12.3	
              This
                contract is executed in two counterparts with each party holding
                one copy
                and they are of the same legal
                force.

            


    

    


    
      	
              Party
                A (OFFICIAL SEAL):

            	
              Party
                B: (OFFICIAL SEAL)

            
	
              Winner
                Medical & Textile Ltd. Tianmen

            	
              ICBC
                Tianmen Branch

            
	
              Legal
                representative:

            	
              Legal
                representative (signatory):

            
	
              Mr.
                Jianquan Li

            	
              Mr.
                Jinlin Lian

            
	
              Date:
                January 14th,
                2005

            	
              Date:
                January 14th,
                2005

            
	 	 
	 	 
	
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