EXHIBIT
      10.27

     

    Mortgage
      Contract of Maximum Amount

    


    Contract
      No.: (Zhi) Nong Yin Gao Di Zi (2005) No. 002

    


    


    Mortgagee:
      Zhijiang Branch of Agricultural Bank of China

    


    Debtor:
      Winner Medical & Textile Ltd. Yichang 

    


    Mortgagor:
      Winner Medical & Textile Ltd. Yichang

     

    Whereas:
      The
      Debtor and the Mortgagee have entered into a serial of Loan Contracts
      (hereinafter referred to as “Loan Contracts”) within the period and under the
      maximum amount as stipulated in Clause I of this Contract. The Mortgagor
      undertakes to provide security for the indebtedness of the Debtor under the
      Loan
      Contracts. In accordance with relevant PRC laws and regulations and through
      friendly negotiation, the Parties agree to enter into this
      Contract:

    


    
      	I.	
              Indebtedness
                to be Secured and Maximum
                Amount

            


    

    


    
      	1.	
              The
                Mortgagor undertakes to provide security for the Debtor’s indebtedness to
                the Mortgagee derived from its business dealing with the Mortgagee
                during
                the period from June 16th
                2005 to June 16th
                2007. The balance of the aforesaid indebtedness shall not exceed
                RMB Two
                Million and indebtedness in foreign currency shall be calculated
                according
                to the selling price on the date of the dealing. The mature date
                of the
                aforesaid indebtedness shall not exceed June 16th,
                2007. The abovementioned dealings include both loans in RMB and foreign
                currency. 

            


    

    


    
      	2.	
              Within
                the period and under the maximum amount as stipulated in this Contract,
                the Debtor is entitled to apply for revolving utilization of the
                abovementioned bank credit facilities. The beginning date, mature
                date,
                interest rate and amount of each borrowing shall be determined by
                the loan
                certificate or relevant credit certificate under the Loan Contracts.
                

            


    

    


    
      	3.	
              The
                Parties do not need to enter into individual security arrangement
                for each
                of the bank loan or bank facility granted by the Mortgagor within
                the
                period and under the maximum amount as stipulated in this Contract.
                

            


    

    


    
      	4.	
              The
                dealings may be carried out in any currency and the security is to
                secure
                the indebtedness in the borrowed currency.


            


    

     

    
      	II.	
              Scope
                of Security 

            


    

    


    The
      security under this Contract shall be to secure all of the loan principal,
      interest, penalty interest, breach of contract compensation and all the expenses
      such as litigation cost, lawyer’s fee, disposal cost of the collateral and
      transfer cost etc. which is incurred to the Mortgagee in realizing its
      creditor’s right. 

    


    The
      security under this Contract shall also cover the indebtedness of the Debtor
      which exceeds the agreed maximum amount due to fluctuation of exchange rate
      of
      foreign currency.

     

    
      
         

      

      
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      	III.	
              Collateral
                

            


    

    


    
      	1.	
              The
                Mortgagor agrees to mortgage its real property (please refer to the
                collateral list numbered Zhi Nong Yin Fang Di Qing No. 2005002 which
                is an
                integral part to this Contract) to the
                Mortgagee.

            


    

    


    
      	2.	
              The
                value of the abovementioned collateral is estimated preliminarily
                as RMB
                Three Million Four Hundred Thousand and shall be determined according
                to
                the net proceeds derived from the disposal of such collateral.
                

            


    

     

    
      	IV.	
              Undertakes
                of the Mortgagor

            


    

    


    The
      Mortgagor undertakes that:

     

    
      	1.	
              it
                has full and uncontroversial ownership and right of disposal for
                the
                collateral;

            


    

    


    
      	2.	
              the
                collateral is allowed by law to be transferred
                freely;

            


    

    


    
      	3.	
              there
                is no seizure, attachment or existing mortgage on the
                collateral;

            


    

    


    
      	4.	
              the
                Mortgagor does not conceal any fact of overdue tax, construction
                payment
                or lease in relation to the
                collateral;

            


    

    


    
      	5.	
              the
                co-owner’s consent for the security has been
                obtained;

            


    

    


    
      	6.	
              there
                is no other circumstance in relation to the collateral which may
                hinder
                the Mortgagee from realizing of its
                rights.

            


    

    


    


    
      	V.	
              Effect
                of the Mortgage

            


    

    


    The
      effect of the mortgage shall cover the adjunct, accessory right, composition,
      mixture and proceeds of the collateral.

     

    
      	VI.	
              Possession
                of the Collateral

            


    

     

    
      	1.	
              The
                collateral under this Contract shall be possessed and managed by
                the
                Mortgagor with due diligence. The Mortgagee is entitled to supervise
                and
                examine the possession and management of the
                collateral.

            


    

    


    
      	2.	
              During
                the valid period of this Contract, the Mortgagor should not transfer,
                donate, sell, lease, re-security or dispose by other means of the
                collateral without the written approval by the Mortgagee. The proceeds
                from the transfer, donation, sale, lease, re-security or disposal
                by other
                means of the collateral with the written approval by the Mortgagee
                shall
                be used to settle the indebtedness under the Loan Contracts or be
                deposited in a third party designated by the Mortgagor and the Mortgagee.
                

            


    

    


    
      	3.	
              In
                case of loss, damage or confiscation of the collateral, the Mortgagor
                shall take all necessary efforts to minimize the loss and inform
                the
                Mortgagee in writing immediately. The insurance compensation or other
                compensation received by the Mortgagor under such circumstance shall
                be
                used with priority to settle the indebtedness under the Loan
                Contracts.

            


    

    


    
      	4.	
              In
                case of devaluation of the collateral, the Mortgagee is entitled
                to demand
                the Mortgagor to recover the value of the collateral or to provide
                other
                means of security. In case of failure of the Mortgagor to do so,
                the
                Mortgagee is entitled to declare the indebtedness under the Loan
                Contracts
                become mature immediately and demand the Debtor to perform its obligations
                or realize the security immediately.


            


    

    


    
      
         

      

      
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      	VII.	
              Insurance
                for the Collateral

            


    

    


    
      	1.	
              The
                Mortgagor shall purchase the insurance for the collateral as instructed
                by
                the Mortgagee and the Mortgagee shall be the first
                beneficiary;

            


    

    


    
      	2.	
              The
                insurance policy shall be kept by the
                Mortgagee;

            


    

    


    
      	3.	
              The
                Mortgagor shall not terminate or cancel the insurance for any reason
                during the valid period of this
                Contract.

            


    

    


    
      	4.	
              The
                insurance compensation shall be used with priority to settle the
                indebtedness under the Loan Contracts and relevant
                cost.

            


    

     

    
      	VIII.	
              Registration
                of Security

            


    

    


    The
      Mortgagor shall register the security with competent registration authorities
      within 5 days after the signature of this Contract and provide the original
      certificates to the Mortgagee.

     

    
      	IX.	
              Realization
                of Mortgage 

            


    

    


    
      	1.	
              In
                case of breach of contract by the Mortgagor or Debtor under the Loan
                Contracts or this Contract, the Mortgagee is entitled to declare
                the
                indebtedness under the Loan Contracts become mature immediately and
                to
                realize the mortgage under this
                Contract.

            


    

     

    In
      case
      that the Debtor fails to perform its obligations under any of the Loan Contracts
      upon maturity, the Mortgagee is entitled to use the collateral to make up for
      the indebtedness or settle the outstanding indebtedness by the proceeds derived
      from the sale or auction of the collateral. The remaining proceeds shall be
      used
      to secure the non-mature indebtedness under the Loan Contracts or shall be
      deposited in a third party designated by the Mortgagor and the Mortgagee.


    


    
      	2.	
              If
                there is more than one Mortgagor, the Mortgagee is entitled to choose
                the
                collateral of any Mortgagor in realization of the
                security.

            


    

     

    
      	X.	
              Breach
                of Contract

            


    

    


    
      	1.	
              The
                Mortgagor and the Mortgagee shall perform their obligations under
                this
                Contract strictly after the effectiveness of this Contract. The breaching
                party shall compensate the loss of the other party incurred by its
                breach
                of contract.

            


    

    


    
      	2.	
              The
                Mortgagor shall compensate all the loss of the Mortgagee due
                to:

            


    

    
      	
            	(1)	
              concealment
                of facts by the Mortgagor of co-ownership, dispute, seizure, attachment,
                over-mortgage, lease, overdue tax or construction payment etc. in
                relation
                to the collateral;

            


    

    
      	
            	(2)	
              disposal
                of the collateral by the Mortgagor without written approval by the
                Mortgagee;

            


    

    
      	
            	(3)	
              other
                breach of contract by the
                Mortgagor.

            


    

     

    
      	XI.	
              Cost

            


    

    


    All
      cost
      of registration, evaluation, insurance, notary, deposit, authentication etc.
      under this Contract shall be born by the Mortgagor.

     

    
      
         

      

      
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      	XII.	
              Dispute
                Settlement

            


    

    


    Any
      dispute arising from this Contract shall be settled by litigation in the
      People’s Court located in the region of the Mortgagee.

     

    
      	XIII.	
              Other
                Issues

            


    

    


    The
      Mortgagor shall familiar itself of the business status of the Debtor and the
      occurrence and performance of the dealings under this Contract. The Loan
      Contracts, loan certificate or relevant credit certificate will not be served
      to
      the Mortgagor separately.

     

    
      	XIV.	
              Effectiveness

            


    

    


    This
      Contract shall take effect once it is signed or stamped by all parties or once
      it is registered with the competent authorities as required by law.


    


    
      	XV.	
              This
                Contract has two originals and each party shall retain one original
                of the
                same legal effect.

            


    

     

    
      	XV.	
              Attention

            


    

    


    The
      Mortgagee has drawn the attention of the Mortgagor to understand each clause
      of
      this Contract clearly and comprehensively and has explained the relevant clauses
      upon the request of the Mortgagor. The parties have the same understanding
      about
      this Contract.

    


     

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

    Authorized
      Representative (signature): Rongqun Wang

     

    Mortgagee
      (official seal): Zhijiang Branch of Agricultural Bank of
      China

    Authorized
      Representative (signature): Zhaohua Zeng

     

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

    Authorized
      Representative (signature): Rongqun Wang

     

    Date:
      June16th, 2005

    Venue:
      Office of Zhijiang Branch of Agricultural Bank of China

    
      	 	 	 	 
	 	 	 	 
	
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