EXHIBIT
      10.15

    


    Guarantee
      Contract of Maximum Amount

    


    


    Guarantor
      (“Party A”):

    


    


    Winner
      Medical & Textile Ltd. Tianmen

    Domicile
      (Address): No. 47 South Road of Jianshe, Yuekou Town of Tianmen City, Hubei
      Province.

    Legal
      representative: Jianquan Li

    


    


    Winner
      Medical & Textile Ltd. Jingmen

    Domicile
      (Address): Pailou Town, Jingmen City, Hubei Province

    Legal
      representative: Jianquan Li

    


    


    Winner
      Medical & Textile Ltd. Yichang

    Domicile
      (Address): No. 20 Jiangxia Avenue, Jiangkou Town, Zhijiang City, Hubei
      Province.

    Legal
      representative: Jianquan Li

    


    


    


    


    Loaner
      (“Party B”): Shenzhen
      Longhua Branch of Industrial and Commercial Bank of
      China

    


    Domicile
      (Address): Industrial and Commercial Bank Building, Renmin Road, Longhua Town,
      Baoan District, Shenzhen City. 

    Legal
      representative(Person-in-charge): Lin Xiao

     

    
      
         

      

      
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    Contents

    
      
        	 	 
	
                Article
                  1

              	
                Declaration
                  and Guarantee of Party
                  A

              
	
                Article
                  2

              	
                Type
                  and Amount of the Guaranteed Master Creditor’s
                  Right

              
	
                Article
                  3

              	
                Term
                  of Performance of the Debtor of the Master
                  Contract

              
	
                Article
                  4

              	
                Form
                  of Guarantee

              
	
                Article
                  5

              	
                Coverage
                  of Guarantee

              
	
                Article
                  6

              	
                Term
                  of Guarantee 

              
	
                Article
                  7

              	
                Rights
                  and Obligations of Party
                  A

              
	
                Article
                  8

              	
                Rights
                  and Obligations of Party
                  B

              
	
                Article
                  9

              	
                Liability
                  for Breach of
                  Contract

              
	
                Article
                  10

              	
                Effectiveness,
                  Modification and Termination of the
                  Contract

              
	
                Article
                  11

              	
                Settlement
                  of Disputes

              
	
                Article
                  12

              	
                Miscellaneous

              
	
                Article
                  13

              	
                Attachments

              
	
                Article
                  14

              	
                Supplementary
                  Articles

              


      

    

     

     

    
      
         

      

      
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    For
      the
      purpose of ensuring the performance of obligations of the debtor of the master
      contract under all loan contract and other financing contract (“Master
      Contract”) signed by Winner
      Industries (Shenzhen) Co., Ltd. (“Debtor
      of the Master Contract”) with Party B hereto within the maximum amount loan of
RMB
      30,000,000 Yuan only
      and
      other financing balance in the period from September
      13th,
      2004
      to September 12th,
      2006,
      Party A
      agrees to provide guarantee for the Debtor of the Master Contract. To clarify
      rights and obligations of both parties, Party A and Party B, after thorough
      negotiations, hereby enter into this Contract in accordance with Contract Law
      of
      the People’s Republic of China (PRC), Guarantee Law of PRC and other relevant
      laws and regulations.

    


    Article
      1 Declaration and Guarantee of Party

    
      	1.1	
              Party
                A has the qualification as guarantor in accordance with PRC laws
                and
                regulations and can provide guarantee
                outwards.

            


    

    


    
      	1.2	
              Party
                A has the capacity to undertake guarantee liabilities, and the guarantee
                liabilities shall not be reduced or released by any order, change
                of
                financial statement or any agreement entered into between Party A
                and any
                other party.

            


    

    


    
      	1.3	
              Party
                A fully understands the loan and financing purposes of Debtor of
                the
                Master Contract, and voluntarily provides guarantee for Debtor of
                the
                Master Contract. All its expression under this Contract is true and
                authentic.

            


    

    


    
      	1.4	
              If
                Debtor of the Master Contract fails to perform the obligations of
                repaying
                principal, interest and relevant expenses, Party B is entitled to
                demand
                from Party A directly by deducting the amount in the account opened
                by
                Party A in Party B.

            


    

    


    Article
      2 Type and Amount of the Guaranteed Master Creditor’s
      Right

    
      	2.1	
              The
                master creditor’s right guaranteed by this Contract is all the RMB Loans
                and other financings Party B granted to Party A within the maximum
                loan
                amount and other financing balance according to the Master Contract
                within
                the period stated in this Contract.

            


    

    


    Article
      3 Term of Performance of the Debtor of the Master
      Contract

    
      	3.1	
              In
                accordance with the provisions of the Master
                Contract.

            


    

    


    Article
      4 Form of Guarantee

    
      	4.1	
              The
                form of this contract is that all the three guarantors provide joint
                and
                several liabilities guarantee to Party
                B.

            


    

     

     

    
      
         

      

      
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    Article
      5 Coverage of Guarantee

    
      	5.1	
              The
                guarantee of this Contract shall cover all the principal, interest,
                compound interest, default interest, fine for breach of contract,
                compensation, expenses incurred in the enforcement of creditor’s rights
                and all the other due expenses under the Master
                Contract.

            


    

    


    Article
      6 Term of Guarantee 

    
      	6.1	
              The
                guarantee period of each loan or financing guaranteed under this
                Contract
                shall be separately calculated, and the guarantee period is two years
                commencing from the next day of the confirmed expiry date of each
                loan or
                financing;

            


    

    


    
      	6.2	
              If
                the loan or other financing confirmed by the Master Contract expires
                in
                batch, then the guarantee period of each batch of loan or other financing
                shall be two years commencing from the next day of the expiry date
                of each
                batch of loan or other financing;

            


    

    


    
      	6.3	
              If
                Party B demands Party A to repay the amount before the due date according
                to the provisions of the Master Contract, the guarantee period shall
                be
                two years commencing from the next day of the repay date stated in
                the
                notice given by Party B. 

            


    

    


    Article
      7 Rights and Obligations of Party A

    
      	7.1	
              To
                provide relevant information according to requirement of Party B
                and to
                guarantee that such information be lawful and
                authentic;

            


    

    


    
      	7.2	
              To
                sign the receipt of the Pressing Letters or other pressing documents
                sent
                by party B and send off within three days from the signing
                date;

            


    

    


    
      	7.3	
              To
                inform Party B timely on the occurrence of the following
                circumstances:

            


    

    
      	 	 	 


      	
            	7.3.1	
              Change
                in operational mechanism, such as enforcing contract, lease combined
                management, amalgamation, merger, division, reorganization of shareholding
                system, equity (cooperative) joint
                venture;

            


      	 	 	 


    

    
      	
            	7.3.2	
              Change
                in business scope, registered capital and share
                equity;

            


    

    
      	 	 	 


      	
            	7.3.3	
              Financial
                statement deteriorates or involved in severe economic disputes;
                

            


      	 	 	 


    

    
      	
            	7.3.4	
              Bankruptcyôwinding
                up businessôdissolution,
                shut down for rectification, revocation of business license and
                repealed;

            


    

    
      	 	 	 


      	
            	7.3.5	
              Change
                in domicile, telephone number, and legal
                representative.

            


    

    


    
      	7.4	
              On
                occurrence of the circumstances indicated in 7.3.1 or 7.3.2, Party
                A shall
                inform Party B 30 days in advance; on occurrence of the other
                circumstances above-mentioned, Party A shall inform Party B within
                five
                days from the occurrence date.

            


    

     

     

    
      
         

      

      
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      	7.5	
              If
                Party B and the Debtor of the Master Contract negotiate to modify
                the
                Master Contract, consent from Party A is not required unless extending
                period or increasing the amount of Loan. Party A shall undertake
                joint and
                several liabilities within the coverage of the original
                guarantee.

            


    

     

    
      	7.6	
              If
                Party B transfers the master creditor’s right to a third party within the
                valid period of this Contract, Party A shall still undertake joint
                and
                several liabilities within the coverage of the original
                guarantee.

            


    

    


    
      	7.7	
              If
                Party A provides any form of guarantee to a third party during the
                valid
                period of this Contract, such guarantee shall not have negative impact
                on
                the benefit of Party B.

            


    

    


    
      	7.8	
              During
                the valid period of this Contract, if events like division, merger,
                reorganization of shareholding system and other events occurred to
                Party
                A, it shall guarantee that all the guarantee liabilities under this
                Contract shall be transferred to any or all the successive parties
                properly.

            


    

    


    
      	7.9	
              After
                Debtor of the Master Contract repaid all the debts under the Master
                Contract, Party A shall no longer undertake the guarantee
                liabilities.

            


    

    


    Article
      8 Rights and Obligations of Party B

    
      	8.1	
              To
                demand Party A for relevant documents certifying its legal
                identity.

            


    

    


    
      	8.2	
              To
                demand Party A for financial report and other information reflecting
                its
                creditworthiness.

            


    

    


    
      	8.3	
              To
                demand Party A for its guarantee liabilities in accordance with this
                Contract if Party B has not collected or fully collected its creditor’s
                rights on expiry of the term of performance of the creditor’s
                right.

            


    

    


    
      	8.4	
              Party
                B is entitled to inform Party A with a written notice of pre-undertaking
                the guarantee liabilities under one of the following circumstances.
                Party
                A shall perform its guarantee liabilities within 10 days from the
                date on
                receiving of the aforesaid notice:

            


    

    
      	 	 	 


      	
            	8.4.1	
              Party
                B terminates the Master Contract legally in accordance with the provisions
                in the Master Contract;

            


      	 	 	 


    

    
      	
            	8.4.2	
              Party
                B withdraws the Loan before the due date in accordance with the other
                situations stated in the Master
                Contract.

            


    

     

     

    
      
         

      

      
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      	8.5	
              If
                party B legally transfers the master creditor’s right to a third party
                during the valid period of this Contract, it shall inform Party A
                in
                time.

            


    

    


    Article
      9 Liability for Breach of Contract

    
      	9.1	
              Any
                losses or damages of Party B raised by false declaration and statement
                of
                Party A made according to Article 1 of this Contract shall be
                indemnified.

            


    

    


    
      	9.2	
              After
                enforcement of this Contract, both Party A and B shall fully perform
                the
                obligations under this contract. Either party fails to perform or
                fully
                perform the obligations, it shall undertake relevant defaulting
                liabilities and shall indemnify the non-defaulting party against
                the
                losses caused therefrom.

            


    

    


    
      	9.3	
              If
                this Contract becomes invalid by fault of Party A, Party A shall
                indemnify
                Party B against all the losses within the coverage of
                guarantee.

            


    

    


    Article
      10 Effectiveness, Modification and Termination of the
      Contract

    
      	10.1	
              This
                Contract shall become effective once its is signed and stamped by
                both
                parties and shall be terminated up on the date of the fully payment
                of any
                loans and other financing principal, interest, compound interest,
                default
                interest, fine for breach of contract, compensation, expenses incurred
                in
                the enforcement of creditor’s rights and all the other due expenses under
                this Contract.

            


    

    


    
      	10.2	
              This
                contract is independent from Master Contract and shall not be impact
                by
                the invalidity of the Loan Contract. If the Master Contract is invalid,
                Party A shall still undertake guarantee liabilities in accordance
                with
                this Contract.

            


    

    


    
      	10.3	
              Once
                this contract becomes effective, neither party can modify or terminate
                it
                freely. Modification or termination of the Contract shall be made
                by a
                written agreement between the two parties through negotiations. This
                Contract shall remain in force before such written agreement been
                reached.

            


    

    


    Article
      11 Settlement of Disputes

    
      	11.1	
              Any
                dispute between Parties A and Party B in connection with the performance
                of this Contract shall be settled by the two parties through negotiations.
                In case no settlement can be reached, either party is entitled to
                submit
                the dispute to the court where Party B is located by way of
                suit.

            


    

    


    Article
      12 Miscellaneous

    


    Article
      13 Attachments

    
      	13.1	
              The
                attachments hereto shall constitute an integral part of this Contract,
                and
                shall have equal legal effect with this
                Contract.

            


    

    
      	13.2	
              The
                attachments of this Contract include:


            


    

    Attachment
      1 Confirmation
      Letter for Important Contract Obligation Reminder

    Attachment
      2 Confirmation
      Letter for Important Contract Obligation Reminder

    Attachment
      3 Confirmation
      Letter for Important Contract Obligation Reminder

    


    Article
      14 Supplementary Articles

    
      	14.1	
              The
                Contract is executed in
                five counterparts
                with Party A holding three, Party B and the Debtor of the Master
                Contract
                each holding one and they are of the same legal
                effect.

            


    

     

    
      
         

      

      
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    Party
      A (stamp): Winner Medical & Textile Ltd. Tianmen

    Legal
      representative (authorized representative): Jianquan Li

    September
      13th,
      2004

    


    Party
      A (stamp): Winner Medical & Textile Ltd. Jingmen

    Legal
      representative (authorized representative): Jianquan Li

    September
      13th,
      2004

    


    Party
      A (stamp): Winner Medical & Textile Ltd. Yichang

    Legal
      representative (authorized representative): Jianquan Li

    September
      13th,
      2004

    


    


    Party
      B (stamp): Shenzhen Longhua Branch of Industrial and Commercial Bank of
      China

    Legal
      representative (authorized representative): Lin Xiao

    September
      13th,
      2004

     

    
      
         

      

      
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    Attachment
      1

    


    Confirmation
      Letter for Important Contract Obligation Reminder

    


    
      	To:	
              Shenzhen
                Longhua Branch of Industrial and Commercial Bank of
                China

            


    

    


    As
      a
      party to the Guarantee Contract of Maximum Amount (contract number:
      Gong Yin
      Shen Gao Bao Longhua Zi 2004 Nian No.004) to be signed with your good
      bank,
      we
      hereby confirm that we have paid due attention to the underlined articles
      stipulating the major obligations of our side and we accept such
      articles.

    


    


    Confirming
      Party (official seal): Winner Medical & Textile Ltd.
      Tianmen

    


    Legal
      representative (signature): Jianquan Li

    


    September
      13th,
      2004

     

    
      
         

      

      
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    Attachment
      2

    


    Confirmation
      Letter for Important Contract Obligation Reminder

    


    
      	To:	
              Shenzhen
                Longhua Branch of Industrial and Commercial Bank of
                China

            


    

     

    As
      a
      party to the Guarantee Contract of Maximum Amount (contract number:
      Gong Yin
      Shen Gao Bao Longhua Zi 2004 Nian No.004) to be signed with your good
      bank,
      we
      hereby confirm that we have paid due attention to the underlined articles
      stipulating the major obligations of our side and we accept such
      articles.

    


    


    Confirming
      Party (official seal): Winner Medical & Textile Ltd.
      Jingmen

    


    Legal
      representative (signature): Jianquan Li

    


    September
      13th,
      2004

     

    
      
         

      

      
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    Attachment
      3

    


    Confirmation
      Letter for Important Contract Obligation Reminder 

    


    
      	To:	
              Shenzhen
                Longhua Branch of Industrial and Commercial Bank of
                China

            


    

    


    As
      a
      party to the Guarantee Contract of Maximum Amount (contract number:
      Gong Yin
      Shen Gao Bao Longhua Zi 2004 Nian No.004) to be signed with your good
      bank,
      we
      hereby confirm that we have paid due attention to the underlined articles
      stipulating the major obligations of our side and we accept such
      articles.

    


    


    Confirming
      Party (official seal): Winner Medical & Textile Ltd.
      Yichang

    


    Legal
      representative (signature): Jianquan Li

    


    September
      13th,
      2004

    
      	 	 	 	 
	 	 	 	 
	
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