Exhibit
10.38

      


      [English
translation for reference only]

      


      Loan
Agreement with Jinjiang Branch of Industrial Bank Co Ltd
(No.:10417199-091126)

      for
RMB4million

      


      Upon the application by Borrower and the review
by Lender, Lender agrees to give Borrower over the short term loan in RMB under
the terms and conditions set forth in this contract. In order to specify the
rights and obligations of both parties and hold honesty and sincerity, both
parties hereby, in compliance with the laws and regulations of the People’s
Republic of China and through equal consultation,  sign this contract
subject to the following terms and conditions.

       

      Article
1        Definitions and
interpretations

       

      Unless
otherwise agreed in writing by both parties, the words and expressions of the
contract shall have the following definitions and interpretations:

       

      
        	
                1.

              	
                “Creditor’s
      right”, or called main creditor’s right, is the creditor’s right in RMB
      arising from the application by Borrower (debtor) to Lender (creditor) and
      upon the review & approval by Lender, Borrower under this contract to
      provide financing to Borrower (including the principal, interests, penalty
      interests, compound interests, penalty, liquidated damages and the costs
      incurred by the creditor in achieving its creditor’s right
      etc.).

              


      

       

      
        	
                 
      

              	
                Lender
      and Borrower (hereinafter referred to as “the Parties”) agree and
      acknowledge that, the creditor’s right of Lender against Borrower under
      this contract corresponds to the debt of Borrower towards Lender under
      this contract.

              


      

       

      
        	
                2.

              	
                “Costs
      incurred in achieving creditor’s right” include, but not limited to, legal
      costs, arbitration costs, property preservation costs, application
      enforcement costs, attorney fees, costs for handling a case, advertising
      costs, assessment costs, appraisal costs, auction costs, sale costs,
      telecommunications charges , travel costs and disposal
    costs.

              


      

       

      
        	
                3.

              	
                “Major
      transaction” refers to in Article XIII of this contract means (including
      but not limited to): any transaction identified or potential to take
      place, which will seriously affect Borrower's company basic structure,
      shareholders change, contingent liabilities, cash flow, profitability, the
      company's core business secrets, the company’s core competitiveness, the
      company’s important assets, and major credit and debt, debt-paying
      ability, ability to fulfill this contract, or other transactions which
      Lender and/or Borrower deem to constitute a major
    transaction.

              


      

       

      
        	
                4.

              	
                “Major
      event” refers to in Article XIII of this contract means (including but not
      limited to): any event identified or potential to take place, which will
      seriously affect the performance capacity of Borrower’s officers, the
      employment and dismissal of employees engaged in core business, the
      company’s core business secrets, the company’s core competitiveness, the
      basic structure of the company, shareholders change, the company’s
      contingent liabilities, the company’s existence, the legitimacy of company
      engaging in business, company stability, company development, company
      profitability, debt-paying ability, the company’s ability to perform this
      contract, or other events which Lender and/or Borrower deem to constitute
      a major event.

              


      

       

      
        	
                5.

              	
                “Working
      day” refers to in this contract means the business day of Lender’s bank,
      and in the performance of this contract, if a withdrawal or repayment day
      is not on a business day, then it shall be postponed to the next following
      business day accordingly.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Article
2        Master Contract

       

      This
contract is an individual contract of “Basic Facility Credit Contract” No.
10417199-081204 (i.e. the Master Contract), with credit facility equivalent to
RMB 34 million only, and credit is valid from December 4, 2008 to December 3,
2009. The amount of loan borrowed this time is charged to
credit facility provided by Lender.

       

      Article
3        Loan Amount

       

      Lender
agrees to give Borrower a loan in the amount of RMB 4 million only.

       

      Article
4        Loan Purpose

       

      The load
serves as Working Capital. Without the prior written consent of Lender, Borrower
shall not change the load purpose set forth in this contract.

       

      Article
5        Loan Period

       

      
        	
                1

              	
                Loan
      period is twelve months, from November 26, 2009 to November 25,
      2010.

              


      

       

      2      As
for the load released at one-time, the release day shall be subject to the
actual release date recorded in loan IOU and loan vouchers. If the actual
release date is later than that recorded in the foregoing paragraph, then the
load due date shall be postponed accordingly.

       

      
        	
                3

              	
                The
      gradual usage schedule for loan is as
follows:

              


      

      Month     Date     Year    ,
RMB     ;
Month     Date     Year     ,
RMB       ;

      Month     Date     Year    ,
RMB     ;
Month     Date     Year     ,
RMB       ;

      Month     Date     Year    ,
RMB     ;
Month     Date     Year     ,
RMB       ;

       

      Borrower
shall give application to Lender for handling loan formality three working days
prior to each withdrawal date or in such other time required by Lender in
writing.

       

      If
Borrower fails to withdraw loan in accordance with the gradual usage period as
agreed above, then Lender shall be entitled to require Borrower to
pay     % of the loan
amount which shall be withdrawn in that period as compensation.

       

      In the
event that the preconditions for releasing load stipulated in Article VII of
this contract are stratified, Lender will transfer the sums as agreed into
Borrower’s account gradually on the dates specified above.

       

      
        	
                4

              	
                Lender
      has the right to make appropriate adjustment to the gradual usage schedule
      for loan in consideration of the following factors: the compliance of the
      loan with relevant laws, regulations and policies; the compliance of the
      loan with the preconditions for releasing loan as required by Lender; the
      execution of guarantee contracts corresponding to this contract and the
      handling time of guarantee formalities as well as other factors Lender
      deems necessary. If Borrower cannot meet the preconditions for releasing
      loan as stipulated in this contract, Lender has the right stop releasing
      loan or cancel this loan contract, and Borrower shall bear the
      corresponding responsibilities for its breach of
  contract.

              


      

       

      
        	
                5

              	
                The
      loans gradually used shall have the same due date, in other words, the
      loans released gradually shall have the same due date, namely, the due
      date as determined by IOU or loan vouchers for the first released
      loan.

              


      

       

      
        	
                6

              	
                Should
      Lender collect loan in advance in accordance with the circumstances set
      out in this contract, then the loan shall be deemed due earlier
      accordingly.

              


      

       

      Article
6        Loan Interest Rate and Interest
Repayment

       

      1. The
loan interest rates under this contract shall be (1):

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (1) Fixed
interest rate, which is 5.31% per annum. If,
after the loan releasing day recorded in Article V of this contract and before
the actual releasing date of each loan, the national benchmark interest rate is
adjusted, then fixed interest rate shall be floated upward 0% or downward 0% of
the national benchmark interest rate in same condition at corresponding period
on the actually releasing date, namely, the actual interest rate is equal to the
national benchmark interest rate in same condition at corresponding period on
the actually releasing date multiplying by the coefficient of 1. During the loan
period, the fixed interest rate shall not be subject to the adjustment of
national benchmark interest rate.

      (2)
Floating interest rate, which will be determined every
(month/quarter/half-year), and the interest rate per annum shall be floated
upward N/A% or downward   N/A % of the national benchmark
interest rate in same condition at corresponding period, namely, the actual
interest rate is equal to the national benchmark interest rate in same condition
at corresponding period multiplying by the coefficient. The interest rate for
the initial loan shall be the national benchmark interest rate in same condition
at corresponding period on the actually releasing date multiplying by the above
coefficient, and the following interest rate shall be determined with the
national benchmark interest rate in corresponding condition at current period
multiplying by the above coefficient upon the expiry of every N/A
(month/quarter/half-year) from the actually releasing date.

      Borrower
will not be informed of the adjustment in the national benchmark interest rate
during loan period.

      (3) Other
interest rates: N/A

       

      2. The
interest rate for the loans gradually used under this contract shall be
determined in accordance with the national benchmark interest rate in same
condition at corresponding period on the actually releasing date for each such
loan.

       

      3. In the
event of the cancellation by the state of the benchmark interest rate, Lender
has the right to re-determine the interest rate for loan in accordance with
national interest rate policy at same period, in good faith and with reference
to the industry practice and the interest rate conditions. Should Borrower have
any dissent, it shall promptly consult with Lender. In case of failure to reach
an agreement through Consultation, Lender has the right to collect loan in
advance, and Borrower shall immediately settle the remaining principal and
interest of loan.

       

      4.
Repayment for loan interest

       

      The
repayment for loan interest shall be (1):

      (1) The
20th day of each month (month/month at the end of a quarter) is agreed as the
interest settlement day in this contract. Borrower shall pay Lender the current
loan interest on the following day of interest settlement day, and shall pay
Lender the last interest on the due day for loan.

      (2) All
loan interests will be paid by Borrower to Lender on due day for loan at
one-time.

      (3) Other
repayment methods:

       

      5.
Penalty interest and compound interest

      
        	
              	
                (A)

              	
                If
      Borrower fails to use loan in the purpose as agreed in this contract,
      Lender has the right to charge penalty interest on the misused loan, and
      the interest rate for penalty interest shall be floated upward 100% of the
      interest rate for loan; Borrower fails to repay the loan as scheduled and
      fails to reach an agreement with Lender on extension of loan, namely, the
      loan is overdue, then Lender has the right to charge penalty interest on
      the overdue loan, and the interest rate for penalty interest shall be
      floated upward 50% of the interest rate for loan; as to the interest that
      Borrower fails to repay on time, Lender has the right to charge compound
      interest in accordance with the interest rate for penalty interest in
      respect of overdue loan as agreed in this
  contract.

              


      

      
        	
              	
                (B)

              	
                As
      to the loan with fixed interest rate, its penalty interest rate is fixed
      interest rate, too; as to loan with floating interest rate, its penalty
      interest rate is floating interest rate, and its floating period is the
      same as that of the interest rate for
loan.

              


      

      
        
        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (C)

              	
                The
      method to charge penalty interest and compound interest is subject to the
      repayment method for loan as agreed in this
  contract.

              


      

       

      Article
7        Loan release and
repayment

       

      1. Loan
release

      Lender
will not release the loan under this contract to Borrower until Borrow has met
the following preconditions for releasing loan as required by
Lender:

      
        	
              	
                (A)

              	
                Borrower
      has served the following documents to Lender, and situations stated in
      such documents have not changed and remain in force, or Borrower has made
      explanation and clarification in respect of change to the satisfaction of
      Lender;

              


      

      
        	
                 
      

              	
                (1)

              	
                Articles
      of association and business license as confirmed by Borrower in writing,
      signature sample of legal representative and members of board of directors
      as registered and filed in the industrial and commercial administration,
      capital verification report of Borrower, copy of ID card of the legal
      representative, other company documents that Lender may deem
      necessary;

              


      

      
        	
                 
      

              	
                (2)

              	
                The
      true, legal and valid original copy of resolution of the board of
      directors or shareholders meeting, which was held by Borrower in
      accordance with legal procedures, and approved by the vote of a quorum of
      the directors or shareholders in respect of the consent to applying the
      load under this contract to Lender, in which expressly listing the loan
      purpose and the acceptance to the loan conditions as required by Lender,
      or other documents that Lender may deem
  necessary;

              


      

      
        	
                 
      

              	
                (3)

              	
                The
      annual financial reports and statements for the recent three year as
      audited and acceptable to Lender, or other financial documents that Lender
      may deem necessary;

              


      

      
        	
                 
      

              	
                (4)

              	
                If
      the project in which the loan under this contract to be used shall be
      reported for approval in accordance with the provisions or requirements of
      state competent authorities, then Borrower has provided Lender with the
      true and valid original copy of approval documents from state
      authorities;

              


      

      
        	
                 
      

              	
                (5)

              	
                In
      the event of guarantee from third party, articles of association and
      business license as confirmed by guarantor in writing, signature sample of
      legal representative and members of board of directors as registered and
      filed in the industrial and commercial administration, the true, legal and
      valid resolution made by the authorized body of guarantor in respect of
      consent to providing guarantee for the loan under this contract, other
      documents that Lender may deem
necessary;

              


      

      
        	
                 
      

              	
                (6)

              	
                Other
      documents, statements, vouchers etc. as required by
  Lender.

              


      

      
        	
                 
      

              	
                (B)

              	
                Borrower
      has completed the IOU or vouchers in connection with this loan release.
      IOU or vouchers form an integral part of this contract, and have the equal
      legal effect with this contract. In case of discrepancy between this
      contract and IOU or vouchers in respect of loan amount, loan period and
      loan interest rate, then IOU or vouchers shall
  prevail.

              


      

      
        	
                 
      

              	
                (C)

              	
                The
      statement and commitment made by Borrower in Article IX under this
      contract shall remain true and valid; there is no default event or
      potential default event on or before the withdrawal
  date.

              


      

      
        	
                 
      

              	
                (D)

              	
                In
      the case of mortgage/pledge, Borrower has handled the mortgage/pledge
      formalities properly in accordance with relevant laws and regulations.
      Borrower has, in accordance with the requirements of Lender, provided the
      original copy of authority documents and registration documents etc for
      Lender to receive and keep; in case of guarantee from third party, such
      guarantee has come into effect. Such guarantee shall remain in
      force.

              


      

      
        	
                 
      

              	
                (E)

              	
                If
      Lender requires Borrower to effect insurance for pledge, then Borrower has
      properly handled the insurance formalities with Lender as the first
      beneficiaries and has provided the original copy of insurance policy for
      Lender to receive and keep; such insurance policy shall remain in
      force.

              


      

      
        	
                 
      

              	
                (F)

              	
                If
      Lender requires Borrower to handle notary formalities etc, then Borrower
      has done that properly.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	

              	
                (G)

              	
                Borrower
      has opened an account in Lender’s bank as required, and has paid the
      related costs under this contract as required by
  Lender.

              


        
          	
                   
      

                	
                  (H)

                	
                  Other
      conditions for releasing loan as required by
  Lender.

                


        

        The above
conditions’ being met is the precondition for Lender to perform its obligations
under this contract. As to the above preconditions for releasing loan, Lender
has the right to unilaterally lower or waive some of them, Borrower or guarantor
shall not defense Lender in respect thereof. After the loan principal under this
contract has been transferred by Lender, the loan shall be deemed having been
released to Borrower, which shall be borne interest from the transferred
date.

      

       

      2. Loan
repayment

       

      
        
          	
                	
                  (A) 

                	
                  The
      repayment method for the loan principal under this contract shall be
      (1):

                


        

      

      (1) All
loan principal will be repaid on the due date for loan at one-time.

      (2) The
load principal will be repaid in installment, and amount and date to repay
principal are as follows:

      Month     Date     Year    ,
repaid RMB     ;

      Month     Date     Year    ,
repaid RMB     ;

      Month     Date     Year    ,
repaid RMB     ;

      Month     Date     Year    ,
repaid RMB     ;

      Month     Date     Year    ,
repaid RMB     ;

      Month     Date     Year    ,
repaid RMB     ;

      If Lender
adjusts the gradual usage schedule for loan, then loan repayment date as agreed
for loan installment repayment keeps unchanged, and Borrower shall repay the
loan principal as scheduled.

      (3) Other
methods to repay the loan principal:


       

      
        
          	
                	
                  (B) 

                	
                  Borrower
      shall repay the loan principal and interest under this contract to Lender
      on the repayment date and interest settlement date as agreed in this
      contract in full amount and on time. If Borrow fails to do so, Lender has
      the right to, in accordance with bank accounting rules and in the order
      provided in Lender’s internal provisions, to withhold the costs and loan
      principal and interest payable by Borrower from any accounts opened by
      Borrower in Lender’s bank or all branches within Lender’s
      system.

                


        

      

       

      
        
          	
                	
                  (C) 

                	
                  In
      the event that the repayment day is not a business day of Lender, then the
      repayment will be postponed to the following business day of Lender, and
      the non-business day of Lender will be included in the actual occupation
      days of loan. When repaying the last loan principal and interest, Borrower
      shall repay the loan and interest at one-time, and shall not be bound by
      the interest settlement day as agreed in Article
  VI.

                


        

      

       

      
        
          	
                	
                  (D) 

                	
                  In
      the event that Borrower cannot repay the loan under the loan contract as
      schedules and needs extension for repayment, Borrower shall submit Lender
      the formal written request for extension for repayment 10 business days of
      Lender prior to the due day of that loan. If Lender reviews and approves
      such request, the Parties will sign a separate "Loan Extension Contract"
      to serve as a supplementary contract of this
  contract.

                


        

      

       

      Article
8        Guarantee

       

      
        	
                1.

              	
                The
      following contracts serve as the guarantee contract to this
      contract:

              


      

       

      
        	
              	
                (A)

              	
                No.gk-20081126002
      “Maximum Mortgage Contract” (contract name), its guarantee method is
      mortgage, and its guarantor is Guanke (Fujian) Electronic Technology Co
      Ltd

              


      

       

      
        	
              	
                (B)

              	
                No.
      10417199-091126GEDAN-1 “Personal Guarantee Statement” (contract name), its
      guarantee method is surety, and its guarantor is Tin Man
    Or.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (C)

              	
                No.
      10417199-091126GEDAN-2 “Personal Guarantee Statement” (contract name), its
      guarantee method is surety, and its guarantor is Siu Shun
    Or.

              


      

      


      
        	
                2.

              	
                Before
      the guarantee contracts under this contract have been signed and come into
      force/guarantee formalities have been handled properly, Lender has the
      right to suspend the performance of its obligations under this contract,
      such as releasing loan.

              


      

       

      Article
9        Borrower’s statement and
commitment

       

      Borrower
is voluntary to make the following statement and commitment, and holds
responsibilities for the authenticity of the same:

       

      
        	
                1

              	
                Borrower
      is legal representative established under the laws of People’s Republic of
      China and validly existed, with full civil ability. Borrower undertakes
      that it will provide relevant evidences, permits and certificates as
      required by Lender as well as other documents that Lender may request from
      time to time.

              


      

       

      
        	
                2

              	
                Borrower
      is competent to perform all obligations and responsibilities under this
      contract, and its settlement responsibility shall not be released or
      discharged as a result of any orders, changes in financial position and
      any agreements entered into between Borrower and any third
      party.

              


      

       

      
        	
                3

              	
                Borrower
      has sufficient power, authority and legal right to sign this contract, and
      Borrower has obtained and executed all of its internal approval and
      authorization or other related formalities necessary for the execution and
      performance of this contract, and has obtained and executed all approvals,
      registrations, authorizations, consents, permits and other related
      formalities from any necessary governmental agencies or other authorities
      necessary for the execution and performance of this contract, and all
      approvals, registrations, consents, permits and authorizations and other
      related formalities necessary for the execution of this contract remain
      fully legal and effective.

              


      

       

      
        	
                4

              	
                The
      execution by Borrower of this contract fully complies with Borrower’s
      article of association, internal decisions and the resolution of
      shareholders and board of directors. This contract does not conflict with
      or is contrary to any of Borrower’s article of association, internal
      decisions, and the resolution of shareholders and board of directors as
      well as Borrower’s policy.

              


      

       

      
        	
                5

              	
                The
      execution and performance of this contract is based on Borrower's true
      intention, and the above execution and performance does not violate any
      laws, rules, regulations or the provisions under this contract which bind
      upon Borrower. This contract is legally valid and enforceable. If this
      contract becomes null and void as a result of defect of rights in the
      execution and performance of this contract by Borrower, then Borrower will
      immediately and unconditionally compensate all losses suffered by
      Lender.

              


      

       

      
        	
                6

              	
                All
      documents, financial statements and other information provide by Borrower
      under this contract to Lender is true, complete, accurate and valid, and
      continue to maintain the financial indices required by
    Lender.

              


      

       

      
        	
                7

              	
                Borrower
      agrees that the loan business under this shall be bound by the
      requirements and practices of Lender, and shall be interpreted by
      Lender.

              


      

       

      
        	
                8

              	
                If
      Borrower fails to fulfill its obligations in accordance with this
      contract, Borrower hereby authorizes Lender to directly collect sums from
      any account opened by Borrower in Lender’s bank or within Lender’s
      system.

              


      

       

      
        	
                9

              	
                Notwithstanding
      any transaction stage after the execution of this contract, if Borrower
      submits any documents in connection with specific transactions to Lender
      for review, Borrower shall ensure the authenticity of all documents, and
      Lender will only make decision for the apparent authenticity of the
      transaction documents. Lender neither participates nor knows the substance
      of the specific transactions engaged by Borrower, nor bears any
      responsibility.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                10

              	
                Borrower
      acknowledges that, in addition to circumstances already disclosed to
      Lender in writing, Borrower has not concealed any following event which
      have occurred or is about to occur and which may make Lend not agree to
      release the loan under this
contract:

              


      

       

      
        	
              	
                (A)

              	
                The
      debt or contingent liabilities borne by Borrower, including but not
      limited to, any mortgage, pledge, lien and other debt burden on Borrower's
      assets or income which have not disclosed
  Lender;

              


      

       

      
        	
              	
                (B)

              	
                Major
      event in breach of discipline or laws or claim by others in connection
      with Borrower or Borrower’s key management
  staff;

              


      

       

      
        	
              	
                (C)

              	
                Borrower’s
      default events in debt-creditor’s right contracts between Borrower and any
      other creditors;

              


      

       

      
        	
              	
                (D)

              	
                Any
      litigation, arbitration or administrative proceedings, which occurs to
      Borrower, or which is pending, or which is likely to occur to Borrower or
      Borrower's property as known to Borrower, and liquidation or winding up or
      other similar procedures against Borrower, whether filed by Borrower or
      any third party;

              


      

       

      
        	
              	
                (E)

              	
                Other
      circumstances that may affect Borrower’s financial position and liquidity
      ability.

              


      

       

      
        	
                11

              	
                Borrower
      undertakes to use the loan in the purposes as agreed in this contract, and
      will not misuse the loan or use the loan in any other purposes in
      violation of this contract. Borrower will from time to time accept and
      cooperate with the supervision, inspection and inventory by Lender on
      Borrower’s usage of loan fund and Borrower’s production and operation,
      financial activities, materials inventory, assets and liabilities, bank
      deposits, cash inventory etc, or other requirements that Lender may deem
      necessary or appropriate.

              


      

       

      
        	
                12

              	
                Borrower
      shall provide valid guarantee in full amount as recognized by Lender, or
      other guarantee that Lender may deem appropriate and
      acceptable.

              


      

       

      
        	
                13

              	
                Borrower
      shall not in any way reduce the registered capital. Without the prior
      written consent of Lender, Borrower shall not assign the debt under this
      contract to any third party in part or in full. Without the written
      consent of Lender, Borrower shall not pay off any debt between Borrower
      and other creditors in advance before the debt under this contract has
      been paid off.

              


      

       

      
        	
                14

              	
                In
      the event of litigation, arbitration or other dispute between Lender and
      Borrower or any third party in connection with Borrower as a result of the
      performance by Lender of its obligations under this contract, which
      results in that Lender has to be involved in the dispute between Borrower
      and any third party, then Borrower shall bear all the litigation or
      arbitration costs or lawyer’s fees etc. suffered by Lender
      therefrom.

              


      

       

      
        	
                15

              	
                Borrower
      shall handle all settlement business under this contract through the
      settlement account opened by Borrower in Lender's
  bank.

              


      

       

      Article
10     Rights and obligations of the
Parties

       

      1. Rights
and obligations of Lender

      (A)
Rights of Lender:

      
        	
                 
      

              	
                (1)

              	
                Lender
      has the right to require Borrower to repay the loan plus interest and
      costs on scheduled;

              


      

      
        	
                 
      

              	
                (2)

              	
                Lender
      has the right to require Borrower to provide information related to
      loan;

              


      

      
        	
                 
      

              	
                (3)

              	
                Lender
      has the right to know Borrower's production and operations and financial
      position;

              


      

      
        	
                 
      

              	
                (4)

              	
                Lender
      has the right to supervise Borrower to use the loan in the purposes as
      agreed in this contract;

              


      

      
        	
                 
      

              	
                (5)

              	
                In
      the event that the loan under this contract is used in the construction of
      project, Lender has the right to supervise the project progress and
      propose recommendations and
requirements;

              


      

      
        	
                 
      

              	
                (6)

              	
                Lender
      has the right to directly collect loan principal and interest and other
      related costs from Borrower’s
account;

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (7)

              	
                Lender
      has the right to transfer at any time the creditor’s rights under this
      contract and the guarantee benefit to third party in whole or in part
      without Borrower's consent. In the event that Lender transfers the loan
      and guarantee benefit under this contract, Borrower shall remain to assume
      all its obligations under this contract.

              


        
          	
                   
      

                	
                  (8)

                	
                  If
      Borrower cannot repay the loan principal and interest in accordance with
      this contract or cannot carry out the repayment of loan principal and
      interest, Lender may disclose the same to the Credit Information Center of
      the People’s Bank of China or news media, and may take recovery,
      litigation or arbitration etc. legal
measures.

                


        

        
          	
                   
      

                	
                  (9)

                	
                  Lender
      has the right, in accordance with the obligations imposed on Lender by the
      mandatory or directive requirements and guidance from bank administration
      and supervision body, the guidance and practice from the national and
      local banking industry association, to take appropriate measures against
      Borrower, without prior notice to Borrower and without the need to seek
      written consent from Borrower.

                


        

        
          	
                	
                  (10)

                	
                  Lender
      has the right to be entitled to other rights under laws, regulations,
      rules or under this contract.

                


        

      

       

      (B)
Obligations of Lender:

      
        	
                 
      

              	
                (1)

              	
                Lender
      shall release loan to Borrower in accordance with this
      contract;

              


      

      
        	
                 
      

              	
                (2)

              	
                Lender
      shall keep the confidentiality of Borrower's debt, finance, production,
      operating position, except for those otherwise provided, directed and
      ordered by laws, regulations or judicial agencies and regulatory
      bodies.

              


      

       

      2. Rights
and obligations of Borrower

      (A)
Borrower has the following rights:

      
        	
              	
                (1) 

              	
                Borrower
      has the right to withdraw and use all the loans in accordance with this
      contract;

              


      

      
        
          	
                	
                  (2)

                	
                  Borrower
      has the right to require Lender to keep confidentiality of the information
      provided by Borrower in accordance with this
  agreement.

                


        

      

      (B)
Obligations of Borrower

      
        	
                 
      

              	
                (1)

              	
                Borrower
      shall provide the true documentation as required by Lender as well as the
      information on all deposit banks, accounts and balance of deposit/loan,
      and shall cooperate with Lender's survey, review and
      inspection;

              


      

      
        	
                 
      

              	
                (2)

              	
                Borrower
      shall accept Lender’s supervision on Borrower’s usage of credit funds and
      production & operation and financial activities; in the event that the
      loans under this contract is used in the construction of project, Borrower
      shall cooperate with Lender’s supervision and inspection on project, and
      shall promptly take reasonable treatment measures against Lender’s
      suggestions and requirements;

              


      

      
        
          	
                	
                  (3)

                	
                  Borrower
      shall use the loan in accordance with the purposes as agreed in this
      contract, and shall not misuse the loan, and shall not use the loan to
      engage in equity investments; shall not use the loan in illegal
      speculative trading of securities, futures, real estate, etc.; shall not
      use the loan to engage in the mutual borrowing/lending activities between
      enterprises and other illegal activities restricted by the state; shall
      not otherwise misappropriate or misuse loan in other
  way;

                


        

      

      
        	
                 
      

              	
                (4)

              	
                Borrower
      shall repay the loan principal and interest in full and on time in
      accordance with the contract;

              


      

      
        	
                 
      

              	
                (5)

              	
                Without
      the prior written consent from Lender, Borrower shall not transfer the
      debt under this contract to third party in whole or in
    part;

              


      

      
        	
                 
      

              	
                (6)

              	
                Borrow
      shall bear expenses of costs in connection with this contract, including
      but not limited to, the cost incurred in notary, appraisal, evaluation,
      registration etc, and the costs incurred by Lender in achieving its
      creditor’s right;

              


      

      
        	
                 
      

              	
                (7)

              	
                Borrower
      shall not in any way reduce its registered
  capital;

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (8)

              	
                In
      the following cases, Borrower shall obtain the prior written consent of
      Lender, and shall actively, in accordance with Lender’s requirements,
      carry out the measures to ensure the repayment of loan principal and
      interest and costs under this contract in full amount, otherwise, Borrower
      shall be deemed in default, then Lender has the right to take early
      collection of loan etc in accordance with Article XII of this
      contract:

              


      

      
        
          	
                	
                   
      (i)

                	
                  In
      the event that Borrower applies for loan against third party (such as
      banks) in the amount more than RMB      , or
      Borrower’s total debt is more than
      RMB      , or Borrower provides a loan to
      third party in the amount more than
      RMB      , or Borrower provides guarantee
      for the debt of third party in the amount more than
      RMB      ;

                


        

      

      
        
          	
                	
                    (ii)

                	
                  Borrower
      conducts major change in assets and property rights as well as the
      adjustment in operation manner and key management staff (including but not
      limited to, signing joint venture or cooperation contact with foreign
      businessmen or businessmen from Hong Kong, Macao and Taiwan; remove,
      close, shutdown, change the line of production; division, merger,
      acquisition, being merged, being acquired; reorganized, organized or
      converted into a incorporated company; become a shareholder or invest in
      an incorporated company or company with the fixed assets, such as house,
      machinery and equipment, or with the intangible assets, such as trademark,
      patent, proprietary technology, land use rights, or conduct property
      rights and operations rights transactions by lease, contracting, joint
      management, trust etc; the change of key management staff
      etc.).

                


        

      

      
        
          	
                	
                  (iii)

                	
                  If
      Borrower conducts the change of equity (including but not limited to,
      equity transfer, trust, administration, pledge, etc.), Borrower shall
      inform Lender on a timely manner, and when the change in equity reaches
      at     %, Borrower shall obtain prior written
      consent from Lender.

                


        

      

      
        	
                 
      

              	
                (9)

              	
                In
      the following events, Borrower shall promptly inform Lender, and shall
      actively, in accordance with Lender’s requirements, carry out the measures
      to ensure the repayment of loan principal and interest and costs under
      this contract in full amount:

              


      

      
        
          	
                	
                    (i)

                	
                  Significant
      financial loss, loss of assets or other financial
  crisis;

                


        

      

      
        
          	
                	
                   (ii)

                	
                  Wind-up,
      business license being suspended or cancelled, file or being filed for
      bankruptcy or dissolution;

                


        

      

      
        	
              	
                (iii)

              	
                Major
      crisis in the operation or finance of its controlling shareholder and
      other affiliated company, affecting its normal
  operation;

              


      

      
        	
              	
                (iv)

              	
                Personnel
      change in Borrower’s legal representative, directors or key officers,
      affecting its normal operation;

              


      

      
        
          	
                	
                   (v)

                	
                  Major
      related transactions between Borrower and its controlling shareholder and
      other affiliated company, affecting its normal
  operation;

                


        

      

      
        	
              	
                (vi)

              	
                Any
      litigation, arbitration or criminal, administrative penalties, which will
      bring significant adverse consequences to its operation or financial
      position;

              


      

      
        	
              	
                (vii)

              	
                Other
      major issues that may affect the solvency of
  Borrower.

              


      

      
        	
              	
                (10)

              	
                Borrower
      undertakes to maintain current asset and net asset value
      within      , to maintain the ratio of
      assets and liabilities within      , to
      maintain the asset liquidity ratio
      within      .

              


      

      
        	
              	
                (11)

              	
                As
      to the collection letters or collection documents sent or otherwise served
      by Lender, Borrower shall sign in and deliver the return receipt to
      Lender.

              


      

      
        	
              	
                (12)

              	
                Borrower’s
      business under this contract shall be independent, and shall not be
      affected by the relations between either party of this contract and third
      party, except for those otherwise agreed in this
  contract.

              


      

       

      Article
11     Prepayment

       

      
        	
                1

              	
                If
      Borrower requests to prepay the loan principal and interest in whole or in
      part, it shall give Lender  15 working days prior written
      notice, and shall obtain the written consent from Lender. Lender has the
      right to require Borrower to pay      % of the
      prepaid loan amount as
compensation.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                2

              	
                With
      the consent of Lender, after Borrower prepays loan principal and interest
      in part, Borrower shall consult with Lender to determine the future
      repayment installments, time and amount. The prepaid loan principal shall
      be charged interest in accordance with the actual usage period and the
      loan interest rate as agreed in this contract. Lender makes no adjustment
      to the loan interest charged before the
  prepayment.

              


      

      
        	
                3

              	
                Without
      the prior written consent of Lender, if Borrower prepays the loan under
      this contract, Lender has the right charge interest in accordance with the
      loan terms and interest rates as agreed in this
  contract.

              


      

       

      Article
12     Advance collection of loans

       

      1  During
the loan period, if Borrower or guarantor (namely the warrantor or mortgagor or
pledger under this contract) commits one of the following acts, Lender has the
right to unilaterally decide to stop releasing loan not used under this
contract, and collect in advance the loan principal and interest in whole or in
part. As to the loan repaid in installment, if Lender collects in advance one
installment of loan therein under this contract, then the other undue loan may
be deemed as due in advance:

      
        
          	
                	
                  (A)

                	
                  Borrower
      provides false materials or conceals important operation and financial
      facts, and any evidence and documents submitted by Borrower to Lender and
      any of statement and commitment made by Borrower in Article IX of this
      contract prove to be untrue, inaccurate, incomplete or intentionally
      misleading;

                


        

      

      
        
          	
                	
                  (B)

                	
                  Without
      the consent of Lender, Borrower changes the original usage of loan,
      misuses loan or uses loan to engage in illegal or improper
      transactions;

                


        

      

      
        
          	
                	
                  (C)

                	
                  Through
      the false contracts between Borrower and related parties, Borrower
      discounts or pledges in Lender’s bank, or defrauds Lender’s funds or
      credit with the notes receivable and accounts receivable without actual
      trade background;

                


        

      

      
        
          	
                	
                  (D)

                	
                  Borrower
      refuses to accept Lender’s supervision and inspection on its use of credit
      funds as well as operation and financial
  activities;

                


        

      

      
        
          	
                	
                  (E)

                	
                  Major
      mergers, acquisitions and reorganizations etc., which in the opinion of
      Lender may affect the safety of
loan;

                


        

      

      
        
          	
                	
                  (F)

                	
                  Borrower
      intentionally escapes the creditor’s right of Lender through related party
      transactions;

                


        

      

      
        
          	
                	
                  (G)

                	
                  Borrower’s
      credit position deteriorates, and Borrower’s solvency (including
      contingent liabilities) significantly
weakens;

                


        

      

      
        
          	
                	
                  (H)

                	
                  The
      cross-default situations as stipulated in Article XV of this contract is
      found in Borrower or Borrower's affiliates and the guarantor or the
      guarantor’s affiliates;

                


        

      

      
        
          	
                	
                  (I)

                	
                  Borrower
      fails to repay the principal, interest and costs of any financing under
      this contract as scheduled;

                


        

      

      
        
          	
                	
                  (J)

                	
                  Borrower
      stops repaying its debts, or is unable or indicates unable to repay the
      due debts;

                


        

      

      
        
          	
                	
                  (K)

                	
                  Borrower
      winds up, closes its business, is declared bankrupt, is dissolved, is
      revoked its business license, is cancelled, involves in significant
      economic disputes, or financial position
  deteriorates;

                


        

      

      
        
          	
                	
                  (L)

                	
                  Borrower
      fails to perform the obligations as agreed in Articles X and XIII as well
      as other obligations as agreed in this contract, or the guarantor fails to
      perform its obligations under the guarantee
  contract;

                


        

      

      
        
          	
                	
                  (M)

                	
                  The
      value of pledge or mortgage serving as guarantee has reduced or may
      significantly reduce, or the rights of pledge must be exercised prior to
      the expiry the loan;

                


        

      

      
        
          	
                	
                  (N)

                	
                  Other
      events which may jeopardize or damage or likely to jeopardize or damage
      the interests of Lender.

                


        

      

      
        	
                2

              	
                In
      the case of collecting loan in advance, Lender is entitled to take
      corresponding measures in accordance with the second paragraph of Article
      XIV of this contract.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                Article
      13

              	
                Borrower’s
      obligation to disclose major transactions and events to
    Lender

              


      

       

      In any of
the following cases, Borrower shall promptly disclose the same in writing to
Lender, and shall, at the request of Lender, cooperate with Lender to take
ensuring measures for loan, pay off or carry out debt repayment:

      
        	
                1

              	
                Borrower
      shall promptly report to Lender in writing the major transactions or
      events undergone by the applicant.

              


      

      
        	
                2

              	
                If
      Borrower is a group client, then Borrower shall, in accordance with
      relevant provisions, timely report to Lender the related party
      transactions in the value more than 10% of Borrower’s net assets,
      including but not limited to:

              


      

      
        
          	
                	
                  (A)

                	
                  The
      related relation of the parties to the
  transaction;

                


        

      

      
        
          	
                	
                  (B)

                	
                  The
      substance and nature of
transaction;

                


        

      

      
        
          	
                	
                  (C)

                	
                  The
      amount of transaction or the corresponding
  ratio;

                


        

      

      
        
          	
                	
                  (D)

                	
                  The
      pricing policies (including transaction without amount or with nominal
      amount only ).

                


        

      

       

      
        	
                3

              	
                During
      the validity period of this contract, if Borrower intends to conduct share
      transfer, reorganization, merger, division, joint-stock reconstruction,
      joint venture, cooperation, joint operation, contracting, leasing, change
      in business scope and the registered capital, transfer of major assets,
      contingency liabilities etc., or conduct any matters that may affect or
      seriously affect its ability to bear responsibilities, then Borrow shall
      give thirty calendar days prior written notice to
  Lender.

              


      

       

      
        	
                4

              	
                If
      Borrower winds up, closes its business, is declared bankrupt, is
      dissolved, is revoked its business license, is cancelled, financial
      position deteriorates or involves in significant economic disputes, or the
      occurrence of other major events that may affect or seriously affect
      Borrower’s ability to bear responsibilities, then Borrow shall inform
      Lender in writing within seven calendar days from the occurrence
      thereof.

              


      

       

      
        	
                5

              	
                When
      there is major litigation or arbitration cases between Borrower and any
      third party, or when there is other major event which may affect or
      seriously affect Borrower’s ability to bear responsibility, then Borrower
      shall inform Lender in writing within seven calendar days from the date of
      receipt of such notice.

              


      

       

      
        	
                6

              	
                Borrower
      undertakes that it shall not take advantage of the legal dispute between
      Borrower and any third party (including the dispute on basic trade
      contract) as the grounds to jeopardize creditor’s right of
      Lender.

              


      

       

      Article
14     Defaults

       

      1   After
this contract comes into force, both Borrower and Lender shall perform their
obligations under this contract. Either party who fails to perform or fails to
fulfill its obligations under this contract, shall bear corresponding
responsibilities for its defaults.

       

      
        	
                2

              	
                If
      Borrower fails to perform any provision of this contract, then Lender has
      the right to take one or more of the following
  measures:

              


      

      
        
          	
                	
                  (A)

                	
                  May
      cure the defaults within a definite
time;

                


        

      

      
        
          	
                	
                  (B)

                	
                  May
      stop releasing the unreleased loan under this
  contract;

                


        

      

      
        
          	
                	
                  (C)

                	
                  May
      unilaterally decide the early due of debt in whole or in
    part;

                


        

      

      
        
          	
                	
                  (D)

                	
                  May
      unilaterally terminate this contract, require Borrower to pay off loan
      principal and interest whether due or undue, and pay or compensation for
      the relevant costs;

                


        

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

      

      
        
          	
                	
                  (E)

                	
                  If
      the loan is overdue, then Borrow may require Borrower to pay the penalty
      interest for overdue; if Borrower misuses loan, then Lender may require
      Borrower to pay the penalty interest for misuse; Lender may require Borrow
      to pay compound interest for unpaid
interest;

                


        

      

      
        
          	
                	
                  (F)

                	
                  May
      require Borrower to add or replace guarantees, mortgage, pledge/pledge
      right;

                


        

      

      
        
          	
                	
                  (G)

                	
                  May
      carry out or achieve any rights under the guarantee in respect of
      loan;

                


        

      

      
        
          	
                	
                  (H)

                	
                  May
      withhold and collect loan principal and interest from any accounts opened
      by Borrower in Lender’s bank (except for those public welfare accounts,
      such as public accumulation fund, labor union fees,), or entrust deposit
      bank of Borrower account to withhold and collect loan principal and
      interest from such accounts, including but not limited to, loan principal
      and interest, the costs stipulated in this contract. If the sums in such
      account and loan are in different currencies, Lender is entitled to pay
      off loan principal and interest by conversion such sum into loan currency
      at the listed price for Lender to buy foreign exchange on the date Lender
      makes withholding and
collection.

                


        

      

      
        
          	
                	
                  (I)

                	
                  If
      Lender files litigation or arbitration to require Borrower to pay off loan
      principal and interest, then Borrower shall bear the costs incurred by
      Lender in achieving creditor’s
right.;

                


        

      

      
        
          	
                	
                  (J)

                	
                  Lender
      is entitled to seize or lien Borrower’s any movable or immovable, tangible
      or intangible property under the control and possession of Lender, or take
      other measures that Lender may deem
appropriate;

                


        

      

      
        
          	
                	
                  (K)

                	
                  Other
      measures provided under laws and regulations or this contract or that
      Lender may deem appropriate.

                


        

      

       

      
        	
                3

              	
                If
      Borrower suffers loss as a result of Lender’s failure to provide loan in
      accordance with the date and amount as agreed, Lender shall compensate
      Borrower for the direct economic losses arising therefrom. However, in no
      case Lender shall hold any compensation responsibility for any foreseeable
      or unforeseeable indirect losses suffered therefrom by the
      Borrower.

              


      

       

      
        	
                4

              	
                If
      the guarantor (namely the warrantor or mortgagor or pledger) under this
      contract commits one of the following acts, then Lender has the right to
      take measures in accordance with paragraph 2 of this
    Article:

              


      

      
        
          	
                	
                  (A)

                	
                  The
      guarantor fails to perform the guarantee contract, or the guarantor’s
      credit deteriorates, or the occurrence of events which weaken the
      guarantee ability;

                


        

      

      
        
          	
                	
                  (B)

                	
                  The
      mortgagor fails to perform mortgage contract, or mortgagor intentionally
      damages mortgage, or the value of mortgage may be or has been
      significantly reduced, or other events that may jeopardize the mortgage
      rights of Lender;

                


        

      

      
        
          	
                	
                  (C)

                	
                  The
      pledger fails to perform pledge contract, or the value of pledge has been
      or may be significantly reduced, or the pledge rights must be exercised
      prior to loan settlement, or other events that may jeopardize the pledge
      right of Lender.

                


        

      

       

      Article
15     Cross-defaults

       

      Borrower
or Borrower's affiliates and the Guarantor or the Guarantor’s affiliates commit
any of the following acts, the Borrower shall be deemed as in breach of this
contract, and Lender has the right to collect loan in advance in accordance with
Article XII of this contract, and may require Borrower to bear default
responsibilities in accordance with Article XIV of this contract:

      
        
          	
                	
                  (A)

                	
                  Any
      loan, financing or debt which has occurred or may occur defaults, or may
      be declared due in advance;

                


        

      

      
        
          	
                	
                  (B)

                	
                  The
      nonperformance of any guarantees or similar obligations, or there is the
      possibility of
nonperformance;

                


        

      

      
        
          	
                	
                  (C)

                	
                  Failure
      to perform or violate legal documents or contracts in respect of debt
      guarantee and other similar obligations, or there is the possibility of
      nonperformance or violation;

                


        

      

      
        
          	
                	
                  (D)

                	
                  Present
      or is about to present insolvent for debts due or loan/financing
      due;

                


        

      

      
         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                  (E)

                	
                  Has
      been declared or are about to be declared bankrupt by the legal
      process;

                


        

      

      
        
          	
                	
                  (F)

                	
                  Transfer
      its assets or property to other
creditors;

                


        

      

      
        
          	
                	
                  (G)

                	
                  Other
      circumstances that jeopardize safety of principal and interest under this
      contract.

                


        

      

       

      Article
16     Continuity of obligations

       

      All
obligations in the IOU under this contract shall be of continuity, and shall
have full and equal bonding force to its heirs, agents, receiver, assignee and
subject after merger, restructure, change in name.

       

      Article
17     Acceleration terms for the due date of
principal, interest and costs

       

      Borrower
and guarantors agree that, if Borrower fails to perform the statement and
commitment in Article IX under this contract, or Borrower fails to perform any
of its obligations under this contract, then Lender has the right to decide that
any other obligations of Borrower against Lender, including the repayment
obligation for all due and undue principal, interest (including penalty interest
and compound interest) under this contract plus corresponding cost, will be
immediately due.

       

      Article
18     Arrangement for priority
subrogation

       

      Borrower
hereby states that, if Borrower is in default or Borrower fails to repay the
debt due, including principal, interest and costs, and Borrower does not have
sufficient property to repay its debt, then Lender have priority subrogation for
Borrower’s any creditor’s right against third party, receivables and other
property entitlement.

       

      Article
19     Offset arrangement

       

      If the
debt is due in advance as a result of the failure of Borrower or guarantor to
perform debts due or their violation of this contract, then Lender has the right
to directly withhold and transfer the sums in any account of Borrower to repay
the debt. When Lender withholds and transfer sums in Borrower’s accounts, if the
sums in such accounts and main debt are in different currencies, Lender is
entitled to make conversion at the listed price as issued for Lender to buy
foreign exchange on that date.

       

      Article
20     Applicable laws, jurisdiction and dispute
resolution

       

      1     
The laws of the People’s Republic of China shall be applicable to the entering
into, coming into force, performance, cancellation and dispute settlement of
this contract.

       

      
        	
                2

              	
                Any
      dispute arising from this contract shall be settled by Borrower and Lender
      through friendly consultation; if failed, the Parties agree to adopt (1)
      for resolution:

              


      

      
        	
              	
                (1)

              	
                File
      litigation against the people's court where Lender is located. Litigation
      costs, reasonable attorney’s fees and other litigation costs produced in
      litigation process, including but not limited to, property preservation
      costs, travel expenses, notary certification costs, translation fees,
      assessment and auction costs, shall be borne by the losing
      party.

              


      

      
        	
              	
                (2)

              	
                Refer
      the dispute to the arbitration committee for arbitration, and the dispute
      shall be awarded in accordance with its current arbitration rules when
      referring dispute for arbitration. The arbitral award is final and binding
      on the Parties. The venue of the arbitral tribunal for hearing is
      at           .
      Arbitration costs, reasonable attorney’s fees and other arbitration costs
      produced in arbitration process, including but not limited to, property
      preservation costs, travel expenses, notary certification costs,
      translation fees, assessment and auction costs, shall be borne by the
      losing party.

              


      

      
        	
              	
                (3)

              	
                Other
      methods:

              


      

       

      
        	
                3

              	
                The
      terms of this contract not involving the dispute shall still be
      performance pending litigation or
arbitration.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Article
21     Correspondences, communications and
notices

       

      1    Any
correspondences, communications and notice under this contract shall be in
writing, and shall be served by either party to the other party in accordance
with address, fax number or other contact recorded on the cover of this
contract.

       

      
        	
                2

              	
                If
      the above contact of either party has changed, then that party shall
      without any delay notify the other by any swift means. If either party
      fails to promptly notify the other party, and the other party still serves
      documents, communications and notices to the original address, then all
      consequences arising thereby shall be borne by the party who fails to
      notify the other party.

              


      

       

      
        	
                3

              	
                Any
      documents, communications and notices sent to above address shall be
      deemed to be served on the following
dates:

              


      

      
        
          	
                	
                  (A)

                	
                  As
      to letter, five working days after sent by registered
  mail;

                


        

      

      
        
          	
                	
                  (B)

                	
                  As
      to telex, on the date receiving answer confirmation from the other
      party;

                


        

      

      
        
          	
                	
                  (C)

                	
                  If
      delivered by hand, on the date signing in by the
  recipient.

                


        

      

       

      
        	
                4

              	
                The
      Parties agree that, common seals, office seals, financial seals, contract
      seals, sending and receiving seals of the Parties and Lender's credit
      business seal are the valid seal for correspondences, communications and
      notices between the Parties. All staff of Borrower shall be the valid
      staff for signing and receiving the correspondences, communications and
      notices between the Parties

              


      

       

      Article
22     Contract force and miscellaneous

       

      1    
This contract comes into force from the date signed or stamped by the
Parties.

       

      2  
  During the validity period of this contract, no tolerance,
indulgence or delay the exercise of the rights and benefits under this contract
by Lender to Borrower or the guarantor, shall prejudice, affect or limit all the
rights and benefits which Lender may have in accordance with relevant laws and
regulations as well as this contract, shall be deemed as Lender’s waive of
rights and benefits under this contract, shall affect any of Borrower’s
obligations under this contract.

       

      3   
  If at any time, any terms of this contract is or becomes illegal,
invalid or unenforceable in any respect, the legality, validity and
enforceability of other terms of this contract shall not be not affected or
impaired.

       

      
        	
                4

              	
                The
      heading of this contract is inserted for the convenience of read only, and
      shall not be used for the interpretation of this contract or any other
      purpose.

              


      

       

      
        	
                5

              	
                The
      annex of this contract form an integral part of this contract, and shall
      have the equal legal effect with contract
text.

              


      

       

      
        	
                6

              	
                This
      contract is made in duplicate, and Lender and Borrower each keep one copy
      with the same legal effect.

              


      

       

      Article
23     Notary and voluntary to accept mandatory
enforcement

       

      
        	
                1

              	
                Should
      Lender require notarization, this contract shall be notarized in public
      notary as stipulated by state.

              


      

       

      2     A
notarized contract has mandatory enforcement effect. In the event Borrower fails
to repayment debt or in the case in which Lender could achieve its creditor’s
rights in accordance with laws, regulations and this contract, Lender has the
right to request direct mandatory for the people's court having
jurisdiction.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Article
24     Supplemental provisions


       

      
        
          
            
              	
                      Lender
      (official
      seal):                                                                                    Signed
      by or on behalf of (signature and seal):

                    
	 
      
	
                      Industrial
      Bank Co Ltd Jinjiang Branch

                    
	
                      November
      26, 2009

                    
	
                      Borrower
      (official
      seal):                                                     Signed
      by legal representative or on behalf of (signature and
    seal):

                    
	 
      
	
                      Tin
      Man Or

                    
	
                      Guanke
      (Fujian) Electron Technological Industry Co Ltd

                    
	
                      November
      26, 2009

                    


            

          

        

      

      


      Signature
and guarantee have been checked in the presence of relevant
parties.



      
        
           


        

        
          15