Exhibit
        28

       

      Credit
        Facility Agreement

      


      Contract
        No.: Year 2005 Shang Zi No. 0005475013

      


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

      Address:
        Ground floor of Honggang Building, Honggang Road, Shenzhen City

      Legal
        Representative/Person-in-charge: Jun Liu Position: President

      


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

      Address:
        Winner Industrial Park, Bulong Road Longhua Town

      Legal
        Representative: Jianquan Li Position: Chairman of the board

      


      In
        consideration of Party B’s application, Party A has agreed to grant to Party B a
        facility of up to the aggregate amount of RMB 25,000,000 yuan (or the equivalent
        amount of foreign currencies). Party A and Party B, after thorough negotiations,
        hereby enter into this Agreement subject to the following terms and in
        accordance with the relevant laws and regulations.

      


      
        	
                1.

              	
                Extent
                  of Facility

              


      

      


      Party
        A
        shall make available to Party B the facility of up to RMB 25,000,000 yuan
        only
        (or the equivalent amount of foreign currencies).

      


      The
        facility shall mean the maximum extent of facility which Party A will grant
        to
        Party B in respect of on-balance-sheet transactions such as loans, trade
        financing (including packing loans and inward and outward documentary bills)
        and
        discount (collectively referred to as the “Loans”) and off-balance-sheet
        transactions such as acceptance of trade bills, opening of letters of credit
        and
        issue of confirmations.

      


      The
        specific types and scope of facility to be granted by Party A to Party B
        shall
        be subject to Clause 3 hereof. 

      


      
        	
                2.

              	
                Term
                  of the Facility

              


      

      


      The
        facility shall be available for a term of one year, commencing from July
        12th
        2005
        to
        July 12th
        2006,
        during which period Party B shall apply to Party A for utilization of the
        facility. Party A shall not accept any application for the same made by Party
        B
        after the expiry of the facility.

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      
        	3.	
                Utilization
                  of the Facility

              


      

      


      
        	
              	3.1	
                Types
                  and Scope of the Facility

              


      

      The
        said
        facility shall be comprehensive facilities:

      
        	
              	3.1.1	
                Comprehensive
                  facilities. 

              


      

      Party
        B
        can make the following business transactions within the comprehensive
        facilities:

      
        	
              	3.1.1.1	
                Working
                  capital loans;

              


        	 	3.1.1.2 	Trade financing: 


        	 	3.1.1.3	Discount of draft accepted by
                bank;


        	 	3.1.1.4	Discount of commercial draft
                ;


        	 	3.1.1.5	Acceptance of commercial draft
                ;


        	 	3.1.1.6	Opening of letters of
                credit;


        	 	3.1.1.7	Issue of
                confirmations.


      

      The
        allocation of the above facilities is to be confirmed by Party A.

      


      
        	
              	3.2	
                The
                  said facilities are revolving facilities available to Party B during
                  the
                  term of facility. However, Party B shall apply to Party A for its
                  approval
                  for each drawdown. For application for trade financing and opening
                  of
                  letter of credit, Party B shall sign the relevant application form
                  without
                  signing specific contract. For application for other facilities,
                  specific
                  contract shall be entered into by both
                  Parties.

              


      

      


      
        	 	
                3.3

              	
                The
                  respective availability periods of each loan or other facilities
                  under the
                  said facility shall be determined in accordance with the business
                  need of
                  Party B and the requirements for banking operation administration.
                  The
                  specific facility may expire later than the abovementioned facility
                  term.
                  

              


      

      


      
        	
                4.

              	
                Interest
                  and Fees

              


      

      


      Relevant
        Interest or fees shall be determined by the specific contracts or application
        forms. 

      


      


      
        	5.	
                Guarantee
                  Clause

              


      

      


      
        	
              	5.1	
                All
                  the debts owed to Party A by Party B hereunder shall be guaranteed
                  by
                  Winner Medical & Textile Ltd. Yichang, Winner Medical & Textile
                  Ltd. Tianmen and Winner Medical & Textile Ltd. Jingmen who shall be
                  the guarantors of joint and several liabilities. The relevant irrevocable
                  letter of guarantee in favor of Party A shall be signed by the
                  guarantors;
                  and/or

              


      

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
        	
              	5.2	
                All
                  the debts owed to Party A by Party B hereunder shall be secured
                  (or
                  pledged) by real property of Winner Industries (Shenzhen) Co.,
                  Ltd. which
                  has the title of or is rightfully entitled to dispose of such properties.
                  The specific security contract shall be entered into by both
                  Parties.

              


      

      


      
        	
              	5.3	
                Other
                  means of guarantee: Jianquan Li provides personal guarantee with
                  limitless
                  liability.

              


      

      


      
        	
              	5.4	
                Party
                  A may demand Party B to provide other supplementary security or
                  deposit
                  for any specific operation. 

              


      

      


      
        	6.	
                Rights
                  and Obligations of Party B

              


      

      


      
        	
              	6.1	
                Party
                  B shall have the following rights:

              


      

      
        	
              	6.1.1	
                to
                  request Party A to make available the Loans or other facilities
                  under the
                  facility upon the conditions stated
                  herein;

              


        	 	6.1.2	to utilize the facility according
                to this
                Agreement;


        	 	6.1.3	to request Party A to keep the information
                provided by Party B in respect of its production, operations, property,
                accounts and so forth confidential, unless otherwise required by
                law.


        	 	6.1.4	to transfer the debts to a third
                party after
                obtaining consent from Party A.


      

       

      
        	
              	6.2	
                Party
                  B shall undertake the following
                  obligations:

              


      

      
        	
              	6.2.1	
                to
                  honestly provide such documents and materials as Party A requires
                  and the
                  names of the banks with which Party B maintains its accounts, the
                  account
                  numbers and the balances of its deposits and loans, and to give
                  cooperation in the investigation, review and examination conducted
                  by
                  Party A;

              


        	 	6.2.2	to accept Party A’s supervision of its
                utilization of credit facilities and relevant production, operation
                and
                financial activities of Party B;


        	 	6.2.3	to apply the Loans and/or other facilities
                for
                the purposes prescribed in the respective certificates of indebtedness
                and
                the respective specific contracts;


        	 	6.2.4	to pay in full the principal and
                interest of
                the Loans and/or advances on time as agreed in this Agreement, the
                respective certificates of indebtedness and the respective specific
                contracts;


        	 	6.2.5	to obtain written consent from Party
                A before
                transferring the debts hereunder, in whole or in part, to a third
                party;


        	 	6.2.6	to forthwith notify Party A of the
                occurrence
                of any of the following events and cooperate with Party A in carrying
                out
                measures for securing due payment of the principal and interest of
                the
                Loans and other facilities and all other relevant expenses
                hereunder:


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
        	
              	6.2.6.1	
                Party
                  B suffers grave financial loss, asset loss or other financial
                  distress;

              


        	 	6.2.6.2	Party B offers a loan or guarantee
                or put its
                property (rights) in mortgage (pledge), for the benefits of a third
                party
                or to protect that third party from any loss;


        	 	6.2.6.3	Any of the following alterations
                of Party B
                occurs: amalgamation (merger), division, reorganization, equity
                (cooperative) joint venture, transfer of equity (shareholding),
                transformation into shareholding company;


        	 	6.2.6.4	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;


        	 	6.2.6.5	Party B’s controlling shareholder and other
                affiliates suffer great difficulty in business or finance which affects
                its normal operation;


        	 	6.2.6.6	Party B concludes material related
                transactions with its controlling shareholder and other affiliates
                which
                affect its normal operation;


        	 	6.2.6.7	Party B is involved in any litigation
                or
                arbitration or given any criminal or administrative penalty which
                have
                material adverse effects on its business or
                property;


        	 	6.2.6.8	other material events have happened
                which are
                likely to affect the solvency of Party B.


      

      


      
        	7.	
                Rights
                  and Obligations of Party A

              


      

      


      
        	
              	7.1	
                Party
                  A shall have the following rights:

              


      

      
        	
              	7.1.1	
                to
                  require Party B to make payment of the principal and interest of
                  the Loans
                  and advances hereunder on time;

              


      

      
        	 	7.1.2	to require Party B to provide any
                information
                about the utilization of the facility;


      

      
        	 	7.1.3	to obtain information about the production,
                operation and financial activities of Party
                B;


      

      
        	 	7.1.4	to monitor Party B so as to make
                sure that the
                Loans and/or other facilities are used for the purpose prescribed
                in this
                Agreement, the respective certificates of indebtedness and the respective
                specific contracts;


      

      
        	 	7.1.5 	to transfer the principal and interest
                of the
                Loans and/or advances hereunder directly out of Party B’s
                account;


      

      
        	 	7.1.6	to stop releasing the unutilized
                portion of
                the Loans or other facilities under the facility and require Party
                B to
                prepay the Loans already advanced under the facility if Party B is
                in
                default of performance of its obligations under this Agreement and/or
                the
                certificates of indebtedness and the specific
                contracts;


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
        	 	7.1.7	to stop releasing the unutilized
                portion of
                the Loans or other facilities under the facility and require Party
                B to
                immediately repay in full the principal and interest of the Loans
                and/or
                advances and all other relevant expenses hereunder, or to transfer
                all the
                debts hereunder to an assignee acceptable to Party A, or to provide
                security/additional security acceptable to Party A upon occurrence
                of any
                of the events specified in Clause 6.2.6 on the part of Party
                B.


      

       

      
        	
              	7.2	
                Party
                  A shall undertake the following
                  obligations:

              


      

      
        	
              	7.2.1	
                to
                  make available to Party B the Loans or other facilities under the
                  facility
                  upon the conditions stated in this Agreement and the specific
                  contract;

              


      

      
        	
              	7.2.2	
                to
                  keep the information concerning the assets, finance, production
                  and
                  operational conditions of Party B confidential unless otherwise
                  required
                  by law.

              


      

      


      
        	8.	
                Party
                  B hereby warrants that:

              


      

      


      
        	
              	8.1	
                it
                  is an enterprise duly established and lawfully existing in accordance
                  with
                  the laws of China with the status of enterprise legal person and
                  full
                  capacity of civil disposition to execute and perform this
                  Agreement;

              


      

      


      
        	
              	8.2	
                it
                  executes and performs this Agreement with proper authorization
                  from its
                  board of directors or any other
                  authority;

              


      

      


      
        	
              	8.3	
                all
                  the documents, information and instruments it has provided concerning
                  itself, the guarantor, the mortgagor (the pledgor) and the security
                  (the
                  collateral) are true, accurate, complete and valid, and do not
                  have any
                  material error with reference to the facts nor omit any material
                  facts;

              


      

      


      
        	
              	8.4	
                at
                  the time of execution of this Agreement, there is no litigation,
                  arbitration or criminal or administrative penalty which have material
                  adverse effect on Party B or its major assets, nor the occurrence
                  of such
                  litigation, arbitration or criminal or administrative penalty is
                  expected
                  during the performance of this Agreement, and Party B shall forthwith
                  notify Party A of the occurrence of any of such litigation, arbitration
                  or
                  criminal or administrative penalty;

              


      

      


      
        	
              	8.5	
                it
                  will keep its operations in full compliance with the national laws
                  and
                  regulations, conduct business within the business scope prescribed
                  in its
                  Enterprise Legal Person Business License, and keep the registration
                  of
                  enterprise (legal person) valid by going through the annual examination
                  formalities;

              


      

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
        	
              	8.6	
                it
                  will maintain or enhance its current operation and management,
                  and ensure
                  or increase the value of its existing assets; it will not waive
                  its claim
                  for the receivables or dispose of its existing major assets for
                  no
                  consideration or in other improper
                  manners;

              


      

      


      
        	
              	8.7	
                at
                  the time of execution of this Agreement, there occurs no material
                  event
                  which will affect Party B's performance of its obligations
                  hereunder.

              


      

      


      
        	9.	
                Other
                  Expenses

              


      

      


      All
        expenses relating to this Agreement, such as investigation of credit status,
        examination and notarization, and all expenses paid by Party A in enforcing
        its
        claims upon Party B’s failure to pay all the debts due to Party A hereunder when
        they become due, such as attorney’s fees, costs and travel expenses, shall be
        borne by Party B. Party B authorizes Party A to deduct such expenses directly
        from its accounts maintained with Party A. In case of deficiency, Party B
        guarantees to make up the same in full on receipt of Party A’s notice without
        production of any proof by Party A.

      


      


      
        	10.	
                Breach
                  of Contract and Remedy

              


      

      


      
        	
              	10.1	
                Any
                  of the following events on the side of Party B shall be deemed
                  as breach
                  of contract:

              


      

      
        	
              	10.1.1	
                in
                  violation of its obligations specified in Clause 6.2.1 hereof,
                  Party B
                  provides false materials to or withholds important facts from Party
                  A or
                  does not give cooperation in the investigation, review and examination
                  conducted by Party A, and it fails to remedy such default within
                  the
                  reasonable period specified by Party A to the detriment of Party
                  A;
                  

              


      

      
        	 	10.1.2	in violation of its obligations specified
                in
                Clause 6.2.2 hereof, Party B refuses to accept or evades the monitoring
                by
                Party A of its use of credit facilities, or its production, operation
                and
                financial activities to the detriment of Party
                A;


      

      
        	 	10.1.3	in violation of its obligations specified
                in
                Clause 6.2.3 hereof, Party B fails to use the Loans and/or other
                facilities for the purpose prescribed in this Agreement and the respective
                certificates of indebtedness and/or the respective specific contract
                to
                the detriment of Party A;


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      
        	 	10.1.4	in violation of its obligations specified
                in
                Clause 6.2.4 hereof, Party B fails to pay in full the principal and
                interest of the Loans and/or the advances on time as agreed in this
                Agreement and the respective certificates of indebtedness and/or
                the
                respective specific contracts;


      

      
        	 	10.1.5	in violation of its obligations specified
                in
                Clause 6.2.5 hereof, Party B transfers the debts hereunder to a third
                party without due authorization to the detriment of Party
                A;


      

      
        	 	10.1.6	in violation of its obligations specified
                in
                Clause 6.2.6 hereof, Party B fails to promptly notify Party A of
                the
                occurrence of any of the events set out therein, or it fails to take
                further measures for securing payment of the debts hereunder as required
                by Party A after such occurrence has come to the notice of Party
                A, or
                Party A considers that such occurrence may jeopardize the recovery
                of the
                principal and interest of the Loans and/or the
                advances;


      

      
        	 	10.1.7	Party B is in violation of Clauses
                8.1, 8.2
                and 8.4 hereof and impairs Party A’s interests, or in violation of Clauses
                8.3, 8.5, 8.6, and 8.7 hereof, Party B fails to remedy its default
                immediately under demand from Party A to the detriment of Party
                A;


      

      
        	 	10.1.8	the occurrence of any other events
                which in
                the opinion of Party A may impair Party A’s lawful interests.
                


      

      


      
        	
              	10.2	
                If
                  any of the following events occurs on the side of the guarantor
                  which
                  Party A considers that it is likely to affect the capability of
                  the
                  guarantor to perform its obligations under the guarantee and requires
                  the
                  guarantor to eliminate such adverse effect, or requires Party B
                  to expand
                  or change the terms of guarantee, but the guarantor and Party B
                  fail to do
                  so, it shall be deemed as breach of
                  contract:

              


      

      
        	
              	10.2.1	
                any
                  event similar to those described in Clause 6.2.6 hereof
                  occurs;

              


        	 	10.2.2	the guarantor has concealed the information
                on
                its capability to undertake the obligations of the guarantee or has
                not
                obtained authorization from the authority when executing the irrevocable
                letter of guarantee;


        	 	10.2.3 	the guarantor fails to pass the corporation
                annual examination;


        	 	10.2.4	the guarantor neglects in the manage
                and
                enforcement of its claim for the receivable, or disposes of its existing
                major assets for no consideration or in other improper
                manners.


      

       

      
        	
              	10.3	
                If
                  any of the following events happens on the side of the mortgagor
                  (or the
                  pledgor) which Party A considers that the mortgage (or pledge)
                  placed may
                  become invalid or the security (or the collateral) may depreciate
                  in
                  value, and requires the mortgagor (or the pledgor) to eliminate
                  such
                  adverse effect, or requires Party B to expand or change the terms
                  of
                  guarantee, but the mortgagor (or the pledgor) and Party B fail
                  to do so,
                  it shall be deemed as breach of
                  contract:

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      
        	
              	
                10.3.1

              	
                the
                  mortgagor (or the pledgor) has no title to or right to dispose
                  of the
                  security (or the collateral), or such title or right is in
                  dispute;

              


        	 	10.3.2	the security (or the collateral)
                has been
                leased, attached, distrained or taken over and/or Party B conceals
                the
                occurrence of such events;


        	 	10.3.3	without prior written consent from
                Party A,
                the mortgagor transfers, leases out, places a second mortgage on
                the
                security or disposes of the security in any other improper manner,
                or
                although the security is disposed of with prior written consent from
                Party
                A, the proceeds therefrom have not been applied to the repayment
                of the
                debts owed to Party A by Party B as required by Party
                A;


        	 	10.3.4	the mortgagor fails to keep the security
                in
                safe custody or to maintain and repair the security properly, leading
                to
                substantial depreciation of the value of the security; or the mortgagor's
                actions jeopardize the security directly, leading to a decrease in
                the
                value of the security, or the mortgagor fails to keep the security
                insured
                as required by Party A during the continuance of the
                mortgage.


      

      


      
        	
              	10.4	
                Should
                  any of the breach of contract described in Clauses 10.1, 10.2 and
                  10.3
                  occur, Party A shall be entitled to take the following measures
                  separately
                  or jointly and Party B shall not raise any objection
                  thereto:

              


      

      
        	
              	10.4.1	
                to
                  stop releasing the unutilized portion of the Loans offered to Party
                  B
                  under the facility or stop giving the unutilized credit limit offered
                  to
                  Party B by ways of acceptance, opening of letters of credit and
                  issue of
                  confirmations under the facility;

              


        	 	10.4.2	to declare the principal and interest
                of the
                Loans advanced under the facility and relevant expenses immediately
                due
                and payable;


        	 	10.4.3	notwithstanding any advances made
                by Party A
                in respect of the acceptance of drafts or opening of letters of credit
                or
                issue of confirmations during the availability period of the Facility,
                Party A may require Party B to increase the amount of margin, or
                to
                transfer the deposit of Party B or the amount held in the settlement
                account to its margin account for the purpose of securing payment
                of the
                advances to be made by Party A in future under this Agreement, or
                to place
                the same in the custody of a third party to facilitate the making
                of
                advances to Party B by Party A in future;


        	 	10.4.4	to debit the settlement account and/or
                other
                accounts of Party B by all the debts payable by Party B under this
                Agreement directly;


        	 	10.4.5	to make recourse pursuant to Clause
                13
                hereof.


      

      


      
        	11.	
                Modification
                  and Termination

              


      

      


      This
        Agreement may be modified and terminated upon an agreement in writing entered
        into between Party A and Party B through negotiation. This Agreement shall
        remain in force until the above-mentioned written agreement has been reached.
        Neither party shall modify, amend or terminate this Agreement unilaterally.
        

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      
        	12.	
                Miscellaneous

              


      

      


      
        	
              	12.1	
                During
                  the continuance of this Agreement, no waive, forbearance or indulgence
                  of
                  Party A in enforcing any of its interests or rights hereunder against
                  any
                  breach of contract or delay on the side of Party B shall prejudice,
                  affect
                  or restrict Party A's interests and rights as a creditor under
                  the
                  relevant laws and regulations and this Agreement, nor shall it
                  be deemed
                  as Party A's approval for or permission of any acts that are in
                  breach of
                  this Agreement, or operate as a waiver of its rights to take actions
                  against existing or future
                  defaults.

              


      

      


      
        	
              	12.2	
                Should
                  this Agreement or any provisions hereof become invalid under the
                  law for
                  whatsoever reasons, Party B shall continue to fulfill its obligations
                  to
                  repay all the debts owed to Party A hereunder. In such event, Party
                  A
                  shall be entitled to terminate this Agreement and forthwith demand
                  Party B
                  to settle all its debts hereunder.

              


      

      


      
        	
              	12.3	
                Each
                  notice and demand to be given by Party A and Party B hereunder
                  shall be
                  made in writing. Each telex, telegram or letter sent by Party A
                  to Party B
                  shall be deemed to have been served on Party B once the same has
                  been sent
                  or has been given to the post
                  office.

              


      

      


      
        	
              	12.4	
                Any
                  written supplemental agreement entered into between Party A and
                  Party B
                  through negotiations in respect of matters not covered herein and
                  any
                  specific contract entered into under this Agreement are schedules
                  to this
                  Agreement and constitute the integral parts
                  hereof.

              


      

      


      
        	13.	
                Applicable
                  Law and Settlement of
                  Disputes

              


      

      


      
        	
              	13.1	
                The
                  execution, construction and settlement of disputes of this Agreement
                  shall
                  be governed by the laws of the People’s Republic of China. The interests
                  of Party A and Party B are protected by the laws of the People’s Republic
                  of China.

              


      

      


      
        	
              	13.2	
                Any
                  dispute between Party A and Party B in connection with the performance
                  of
                  this Agreement 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 in the region where Party A
                  is located.

              


      

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      


      
        	14.	
                Effectiveness

              


      

      


      This
        Agreement shall take effect upon affixing the signatures and official seals
        by
        the authorized signatories of the two parties and completion of the formalities
        of guarantee prescribed in Clause 5 hereof. This Agreement shall remain
        effective until the date on which all the debts and other relevant expenses
        owed
        to Party A by Party B hereunder are settled in full.

      


      
        	15.	
                This
                  Agreement is executed in 7 counterparts with each having the same
                  legal
                  effect. Party A, Party B, the guarantors and registration authority
                  each
                  holds one thereof. 

              


      

      


      


      
        	
                PARTY
                  A (OFFICIAL SEAL)

                Shenzhen
                  Honggang Branch of China Merchants Bank

              	
                PARTY
                  B (OFFICIAL SEAL)

                Winner
                  Industries (Shenzhen) Co., Ltd.

              
	 	 
	
                AUTHORIZED
                  SIGNATORY

                (SIGNATURE):
                  Lei Li

              	
                AUTHORIZED
                  SIGNATORY

                (SIGNATURE):
                  Jianquan Li

              
	 	 
	 	 
	
                DATE:
                  June 27th,
                  2005

              	
                DATE:
                  June 27th,
                  2005

              


      

      
 

       

      
        
           

        

        
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