Jinhao Motor Company: Exhibit 10.15 - Filed by newsfilecorp.com






 Exhibit 10.5

 

	 	SHENZHEN
      DEVELOPMENT BANK 


Loan Contract


 

 

Shenzhen Development Bank 

April, 2010 




Special Reminder 

To safeguard your/your company’s legitimate rights and
interests, please carefully read the following contents and confirm relevant
facts before signing this Contract: 

	1. 	
      All data and materials that your company/you provided are
      authentic, complete, lawful and effective, free from any false record,
      misleading representation or material omission.

	 	 
	2. 	
      Your company/you have carefully read all terms and
      conditions of this Contract, especially those highlighted with bold front,
      and fully understood the meanings and legal implications
thereof.

	 	 
	3. 	
      Before the Contract is signed, your company/you have the
      right to propose changes to the Contract. After the Contract comes into
      effect, your company/you must exercise rights and initiatively perform
      obligations as agreed in the Contract.

	 	 
	4. 	
      For the purpose of protecting your company’s/your
      interest, your company/you must notify the Bank in writing within 10 days
      of any changes to, inter alia, domicile, contact address, telephone,
      business scope, legal representative, etc.

	 	 
	5. 	
      If your company/you have any doubts regarding this
      Contract and relevant matters, please consult the
Bank.







Loan Contract 

Contract No.: Shen Fa Shui Dong Shan Dai Zi No. 20090706001004


	Party A (Lender): 	Shenzhen Development Bank Co., Ltd. Guangzhou Dongshan Branch
  
	 	 
	Address: 	Floors 1&2, Guangzhou Military Culture Building, No. 10, Si
      You Xin Road, Guangzhou 
	 	 
	Telephone: 	020-87616477 	Fax: 	020-87676839 
	 	 	 	 
	Person in Charge: 	Zhang Wu 	Title: 	President 



	 	 
	Party B (Borrower): 	Guangdong Jinhao Motorcycle Co., Ltd. 
	 	 
	Address: 	Dawang Industrial Park, New & Hi-tech Development Zone,
      Zhaoqing, Guangdong 
	 	 
	Telephone: 	0756-3625382 	Fax: 	0756-3625911 
	 	 	 	 
	Legal Representative: 	Tsoi
      Man Hoo 	Title: 	Chairman 


After friendly consultation, Party A and Party B hereby enter
into this Loan Contract on the following terms and conditions: 

	Article 1	Contents of the Underlying Loan 


	 	
       
	1. 	
      Loan Amount: Renminbi Twenty-nine Million, Nine
      Hundred and Eighty Thousand

	 	 	 
	2. 	
      Loan Term: Six months

	 	 	 
		
      The loan term is calculated as follows:

	 	 	 
		
      The term of the loan shall commence on the date when the
      loan is actually released (hereinafter, the “Release Date”); and the
      Release Date and Due Date of the loan shall be subject to the certificate
      of indebtedness (IOU).

	 	 	 
	3. 	
      Lending Rate

	 	 	 
		a. 	
      The lending rate of the Contract shall be determined in
      accordance with the following standards, except that the lending rate of
      the first funding shall be subject to facts recorded in the IOU. (Please
      mark the selected option with "[X]")




	 	[X] 	30% percentage points [X]above [   ]
      below the benchmark rate on loan with the same term set by the People's
      Bank of China as published on the Release Date. 







	 	[   ] 	___ percentage points [   ] above [ 
       ] below the benchmark rate on loan with the same term set by the
      People's Bank of China as published on the Release Date. 
	 	 	 
	 	[   ] 	Benchmark rate on loan with the same term set
      by the People's Bank of China as published on the Release Date. 
	 	 	 
	 	[   ] 	___ percentage points [   ] above
      [   ] below the Libor on the Release Date (applicable to foreign
      currency loans only). 
	 	 	 
	 	b. 	The lending rate of the Contract shall be
      adjusted in the following manner: (Please mark the selected option with
      "[X]") 
	 	 	 
	 	[X]	Floating per day. The interest
      adjustment date shall be: 
	 	 	 
	 	(i) 	The day corresponding to the Release Date
      each month, or if the there is no corresponding day in the month,
      the last day in the corresponding month. 
	 	 	 
	 	(ii) 	January 1 each year. 
	 	 	 
	 	[   ] 	Flat rate. 
	 	 	 
	 	c. 	Conversion of daily interest rate: daily
      interest rate= annual interest rate/360 (days) 



	4. 	
      Intended Use of the Loan

	 	 	 
		
      The underlying loan shall be used for the (i)
      purpose:

	 	 	 
		(i) 	
      Working capital;

	 	 	 
		(ii) 	
      To use the underlying loan to repay the existing loan
      (i.e. transfer loan)/reorganization. In particular, the underlying loan
      shall be applied toward the repayment of credit extension under [insert
      name of the loan contract] numbered Shen Fa ____Zi No._____

	 	 	 
		(iii) 	
      [Insert other purpose]



	 	 
	Article 2	Release and Payment of the Loan 


	 	
       
	 	
       
	1. 	
      Party B may request Party A to release the loan under the
      Contract provided that the conditions set in the "a" Item are
      met:

	 	 	 
		a. 	
      The Contract has come into effect.

	 	 	 
		b. 	
      The Contract has come into effect and the relevant
      guaranty contract has been signed and necessary formalities such as
      registration or record filing and notarization have been
  completed.

	 	 	 
		c. 	
      _____________________________________________




	2. 	
      Payment of Loan proceeds




	(1) 	
      Payment Method

	 	 
		
      The Parties agree that the loan proceeds shall be paid in
      the following manner. (Please mark the selected option with
  "[X]")




	 	[  ] 	Entrusted payment in full amount, which means
      that Party A upon withdrawal request and payment authorization of Party B shall pay,
      through Party B's account, the loan proceeds to Party B's relevant
      counterparty who shall use the proceeds for the agreed purposes. 







	 	 	 
	 	[  ] 	Partial entrusted payment, which means that
      when there is a definite payee and the amount of a single payment is
      equivalent to over RMB _________ Ten Thousand Yuan (inclusive), Party A
      upon withdrawal request and payment authorization of Party B shall pay,
      through Party B's account, the loan proceeds to Party B's relevant
      counterparty who shall use the proceeds for the agreed purposes; the
      balance of the loan proceeds shall be paid by Party B at its own
      discretion(proprietary payment), which means that Party A upon Party B's
      withdrawal request shall release the loan proceeds to the account of Party
      B, who in its sole discretion will pay to its counterparty who shall use
      the proceeds for agreed purposes. 
	 	[X] 	Proprietary payment in full amount, which means
      that Party A upon Party B's withdrawal request shall release the loan
      proceeds to the account of Party B, who in its sole discretion will pay to
      its counterparty who shall use the proceeds for agreed purposes. 
	 	 	 
	 	[  ] 	_____________________________________________.
    



	(2) 	
      Management of Payments

	 	 	 	 
		a. 	
      If entrusted payment is adopted, Party B may request
      Party A to pay the loan proceeds provided that the following payment
      conditions are met:

	 	 	 	 
			(i) 	
      Party B submits the payment request and the business
      contract and/or other supporting documents in accordance with Party A's
      requirements, and the counterparty to the transaction, payment amount,etc
      listed in the payment request are consistent with those set out in the
      supporting documents;

	 	 	 	 
			(ii) 	
      The intended purpose of loan proceeds as set out in the
      payment request is consistent with the agreements in the
  Contract;

	 	 	 	 
			(iii) 	
      Party B has authorized Party A to pay the loan proceeds
      to a specific counterparty;

	 	 	 	 
			(iv) 	
      _____________________________________________.



Party A shall have the right to review and check whether the
payee, payment amount, etc listed in the payment request provided by Party B are
consistent with the information set out in the business contract and/or other
supporting documents, and have the right to refuse payment request in respect of
which the intended purpose of loan proceeds does not comply with the agreements
of the Contract. 

	 	b. 	
      If proprietary payment is adopted, Party B shall provide
      a summary report of loan proceeds payments to Party A each
      week/month/year, etc, and shall provide information of counterparty
      to the transaction, payment amount, etc as well as the relevant business
      contract and/or other supporting documents as requested by Party
  A.

	 	 	 
	 	c. 	
      Party B may not apply the loan proceeds toward
      investments in fixed assets, equity or otherwise, or use them in
      productions, operations or any other purposes which are banned by the
      PRC.




	(3) 	
      Changes to Payment Methods and Triggers of
  Changes



Upon any of the following circumstances, Party A is entitled to
adjust the amount of entrusted payment as agreed in Item (1) above, or may
change the payment method to entrusted payment in full amount: 





	 	a. 	
      In case where proprietary payment is adopted, Party B
      fails to provide summary reports of loan proceeds payments to Party A on a
      periodical basis as agreed, or refuse to provide assistances to Party A in
      account analysis, voucher inspection or on-site investigation or
      otherwise, the purpose of which are to check whether the loan proceeds are
      funded for the agreed purposes;

	 	 	 
	 	b. 	
      Party B, in breach of the Contract, circumvents entrusted
      payment of Party A by breaking up the whole into parts;

	 	 	 
	 	c. 	
      The credit standing of Party B deteriorates or the
      profitability of its primary business is underperforming;

	 	 	 
	 	d. 	
      The loan proceeds are applied in an abnormal
  way;

	 	 	 
	 	e. 	
      _____________________________________________.



	 	 
	Article 3	Account Management and Financial Indicators 


	 	
       
	 	
       
	1. 	
      Upon mutual consultation, Party B agrees to open the
      following account with Party A and accept supervision of Party A with
      respect to the same:

	 	 	 
		a. 	
      Upon request of Party A, Party B agrees to open with
      Party A an account dedicated for release of loan proceeds in the name of
      Guangdong Jinhao Motorcycle Co., Ltd. The account No. is
      11008873930306. The release and withdrawal of loan proceeds shall
      be processed through the account. Party A shall have the right of dynamic
      monitoring over the account and upon discovery of any abnormalcy, shall
      have the right to take measures, including without limitation, freezing
      the account and suspending payment.

	 	 	 
		b. 	
      Upon Party A's request, Party B agrees to open with Party
      A an account dedicated for capital returns.(Please mark the selected
      option with "[X]")




	 	[   ] 	The account dedicated for capital returns is
      the same with the account dedicated for release of loan proceeds as set
      out in Item "a" above; 
	 	 	 
	 	[X] 	The name of the account dedicated for capital
      returns is Guangdong Jinhao Motorcycle Co., Ltd. and the
      account No. thereof is 11008873930301. 


Capital returns to the account shall comply with the following
agreement: _____________________________________________. 

In the event that Party B fails to repay the loan due to Party
A as scheduled, Party A shall have the right to debit the due amount to apply it
toward repayment of principal and interest from the account dedicated for
capital returns and other account(s) that Party B opens with Party A. 

	2. 	
      Before the loan under the Contract is repaid in full, the
      financial indicators of Party B shall complied with the following agreed
      conditions:
  _____________________________________________.



	 	 
	Article 4	Settlement of Loan Interest 


	 	 	
       
	 	 	
       
	 	a. 	
      Interest of the loan shall be accrued from the Release
      Date based on actual release amount and actual term of loan. Interest
      shall be settled in the manner set out in (i) : 

	 	 	 	 
	 	 	(i)	The interest shall be settled once every month on the 20th
    .







	 		(ii) 	
      The interest shall be settled quarterly on the 20th
      of the last month of each quarter;

	 	 	 	 
	 		(iii) 	
      The interest shall be settled annually on the 20th
      of December of the year.

	 	 	 	 
	 	b. 	
      Before each interest settlement date, Party B shall
      deposit the payable interest into the account opened with Shenzhen
      Development Bank for debiting payments, from where Party A may directly
      debit the interest payments. If Party B fails to pay the interest as
      scheduled, Party A shall have the right to accrue compound interest on the
      due interest.



	 	 
	 	 
	Article 5	Repayment by Installment 


If the Parties agree that Party B may repay by installment,
Party B shall repay according to the following arrangements:
_____________________________________________. 

	Article 6	Applicable Law and Dispute Settlement 


This Contract is concluded in accordance with and shall be
governed by the laws of the People's Republic of China. Any dispute arising from
or in connection with the performance of the Contract shall be settled by the
Parties through consultation or mediation, failing which, it shall be settled in
accordance with the following Item "a": 

	 	a. 	
      Referred to the court at the place of Party A for
      litigation.

	 	 	 
	 	b. 	
      Referred to the arbitration commission at__________for
      arbitration.

	 	 	 
	 	c. 	
      _____________________________________________.



	 	 
	 	 
	Article 7	Notarization of Enforceability 


	 	 
	[  ] 	The Parties agree to complete notarization of
      enforceability for the Contract 


After the Parties complete notarization which effects the
enforceability of the Contract, if Party B fails to perform the obligations
hereunder either in part or in entirety, Party A shall have the right to apply
the enforceability certificate with the original notary public, and upon the
notary certificate and the enforceability certificate apply enforcement with the
court with competent jurisdiction (i.e. The court at the domicile or place of
property of the party subject to enforcement). 

	[X]	Notarization of enforceability is not required
      for the Contract. 



	Article 8  	Other matters agreed by the Parties include:	 
	
	 
	 
	 
	 
	 
	 


	 	 
	Article 9	This Contract is made in three originals with
the same legal force and effect. Party A shall hold two copies, each of Party B,
____, ____, ____ shall hold one copy. 
	 	 





	 	 
	Article 10	Interest-bearings Manner of Floating Rate 


In the case of floating rate for loans, the interest shall be
accrued as per the adjusted interest rate as from the date when the adjustment
occurs, provided that if the loan is repaid by installment (including equal
installments at fixed intervals and degressive installments at fixed intervals)
the interest shall not be accrued according to the adjusted rate until the
period immediately following the period during which the adjustment occurs, with
respect to which period the interest rate before adjustment shall still apply.


	Article 11	Credit Repayment 


	 	 	
       
	 	a. 	
      Party B shall repay all the principal and interest of the
      loan on and before the expiry date thereof; Party B shall give a one month
      notice to Party A and discuss with Party A regarding the repayment
      arrangements if it is difficult to make repayment as scheduled.

	 	 	 
	 	b. 	
      Any earlier repayment of Party B shall be applied with
      Party A in advance and subject to mutual agreement.

	 	 	 
	 	c. 	
      Party B hereby irrevocably authorizes Party A to debit
      all principal and interest of the loan that are due and payable, either as
      scheduled or ahead of schedule, from the account that Party B opens with
      Shenzhen Development Bank.



	 	 
	Article 12	Rights of Party B 


Party B has the rights to: 

	a. 	
      Withdraw and apply all loan proceeds in accordance with
      the Contract;

	 	 
	b. 	
      Refuse any additional conditions that are not set out in
      the Contract; and

	 	 
	c. 	
      Assign indebtedness to any third parties with written
      consent of Party A.



	 	 
	Article 13	Obligations of Party B 


Party B has the obligations to: 

	a. 	
      Truthfully provide documents and materials, information
      of all bank accounts and savings and loan balance as requested by Party A,
      and assist Party A in investigation, examination and check;

	 	 
	b. 	
      Provide Party A with the monthly financial statements and
      latest changes of registration in a timely manner;

	 	 
	c. 	
      Accept supervision and check of Party A over its
      application of loan proceeds as well as production, operating and
      financial activities, assist Party A in management of loan payments,
      after-funding management and relevant checks;

	 	 
	d. 	
      Apply the loan proceeds toward purposes agreed in this
      Contract;

	 	 
	e. 	
      Repay principal and interest of the loan in full amount
      in a time manner as agreed in this Contract;

	 	 
	f. 	
      Obtain the written consent of Party A before assigning
      the indebtedness hereunder either in part of in entirety to any third
      parties;








	g. 	
      Obtain the written consent of Party A and take safeguards
      to ensure the safe payment or repayment of principal and interests of the
      underlying loan and all other relevant costs in the event that Party B
      conducts significant property right transfer, system change,
      merger/consolidation, division, equity transfer, significant asset
      transfer, financing activities that materially increase the overall
      indebtedness, investment in other entities and any other acts that are
      sufficient to impact rights and interests of Party A; and

	 	 
	h. 	
      Inform Party A in a timely manner in the event that any
      significantly unfavorable matters that may affect the solvency occur to
      Party B.



	 	 
	Article 14	Special Provisions on Credit Extension to Group
    Clients and Related Transactions 


	 	
       
	1. 	
      A "group client" shall mean an enterprise or institution
      client with legal person status which:

	 	 	 
		a. 	
      Controls or is controlled by, directly or indirectly,
      another enterprise or institution with legal person status through equity
      holding or operation;

	 	 	 
		b. 	
      Is under common control of a third party enterprise or
      institution with legal person status;

	 	 	 
		c. 	
      Is directly under common control of or indirectly
      controlled by the major personal investor and/or any key senior executive
      or any family member who is in close relationship (by "close
      relationship", it shall mean immediate family member within three
      generations and collateral kinship within two generations )with the same;
      or

	 	 	 
		d. 	
      Shall be treated as group client in respect of credit
      extension management because it may be possible that assets and profit are
      not transferred at fair value price owing to other association
      relationship.




	2. 	
      If Party B is a group client, it shall provide a written
      report to Party A within 10 days after any related transaction the value
      of which accounts for over 10% of the net asset value of Party B occurs,
      which report shall contain descriptions of the association relationship of
      the trading parties, subject matter and nature of the transaction,
      transaction amount or relevant percentages and the pricing policy
      (including transactions which involve no amounts or symbolically minor
      amounts).




	Article 15 	Rights of Party A 


Party A has the rights to: 



	a. 	
      Request Party B to provide documents and materials
      related to the loan;

	 	 
	b. 	
      Request Party B to repay and pay principal and interest
      of the loan as scheduled;

	 	 
	c. 	
      Be informed of Party B's production, operating and
      financial activities as well as the plans of operation and repayment, and
      be entitled to after-funding management and relevant checks on Party
    B;

	 	 
	d. 	
      Supervise over Party B to ensure that it applies the loan
      proceeds toward intended purposes under the Contract, conduct management
      of loan payment over Party B, and in the case of proprietary payment, has
      the right to require periodical summary reports of loan proceeds payments
      from Party B and may check whether loan proceeds are paid and applied for
      agreed purposes through account analysis, voucher inspection or on-site
      investigation, etc.

	 	
       






	e. 	
      Directly debit the the principle and interest of the loan
      from Party B's account;

	 	 
	f. 	
      Require earlier repayment of loan from Party B or stop
      release of the part of loan proceeds which Party B has not used if Party B
      fails to perform obligations under this Contract;

	 	 
	g. 	
      Recover the loan ahead of schedule according to the
      capital returns of Party B;

	 	 
	h. 	
      Request Party B to pay and repay all the principal and
      interests of the underlying loan and all other relevant costs, or assign
      the indebtedness hereunder to assignee acceptable to Party A, or request
      Party B to provide guaranty measures acceptable to Party A in the event
      that Party B conducts significant property right transfer, system change,
      merger/consolidation, division, equity transfer, significant asset
      transfer, financing activities that materially increase the overall
      indebtedness, investment in other entities and any other acts that are
      sufficient to impact rights and interests of Party A;

	 	 
	i. 	
      Transfer, at its sole discretion, rights and obligations
      hereunder to third parties. In the case of such transfer, Party B shall be
      deemed given consent to the transfer;

	 	 
	j. 	
      Participate in financing of large amount, sales of
      significant assets, merger and acquisition, division, reformation into
      stock company, bankruptcy or liquidation proceedings, if any, of Party B,
      so as to protect the creditor's rights of Party
A.




	Article 16 	Obligations of Party A 


Party A has the obligations to: 

	a. 	
      Release the loan proceeds in accordance with the
      conditions set out in this Contract; and

	 	 
	b. 	
      Keep financial, production and operation information of
      Party B confidential, unless otherwise required by laws, regulations or
      regulatory bodies.



Article 17 Costs 

	a. 	
      All costs arising from credit standing investigation,
      examinations or checks, notarization, testimony, registration and
      otherwise in connection with this Contract shall be solely borne by Party
      B;

	 	 
	b. 	
      In the event that Party B fails to repay principal and
      interest of the loan when the same fall due, Party B shall bear and/or
      indemnify Party A against all costs necessary for calling the principal
      and interest, including without limitation, cost of releasing public
      announcement, cost for service of documents, appraisal cost, attorney
      fees, litigation cost, travelling expense, evaluation cost, auction cost,
      property preservation cost, and enforcement
cost.




	Article 18 	Party B shall open a settlement account with
      Party A and settle payments and receipts in connection with economic
      matters through the account. 



	Article 19 	Events of Default and Liability for Breach
  



	1. 	
      Events of Default

	 	 	 
		
      Under any one of the following circumstances, an event of
      default shall be deemed having occurred: 

	 	 	 
	 	a.  	Party B breaches any obligation which it should perform
      under this Contract, or explicitly declares or shows with its actions that it will not
      perform any obligation hereunder;







	 	b. 	
      Any relevant certification or document provided by or any
      representation, guarantee or undertaking made by Party B to Party A is not
      authentic, accurate or complete or contains false record, misleading
      representation or material omission;

	 	 	 
	 	c. 	
      Party B conceals the truth of significant circumstance,
      or fails to cooperate in Party A's investigation, examination and
      check;

	 	 	 
	 	d. 	
      Party B changes the intended purposes of the loan
      proceeds without consent, misappropriates the loan or uses the loan
      proceeds for illegal or non-compliant transactions;

	 	 	 
	 	e. 	
      Party B breaches the stipulations of this Contract on
      payment of loan proceeds;

	 	 	 
	 	f. 	
      Party B surmounts the financial indicators agreed in this
      Contract;

	 	 	 
	 	g. 	
      Party B fails to use foreign currency loan in accordance
      with the relevant administrative provisions of the PRC;

	 	 	 
	 	h. 	
      Any considerable change occurs to the preservation or
      custody and value of the mortgaged (pledged) properties;

	 	 	 
	 	i. 	
      Party B breaches any other similar contracts (including
      without limitation, credit extension contracts, loan contracts and
      guaranty contracts) signed with Party A or any third party or any
      securities of debt nature issued by Party B, or becomes involved into
      litigation or arbitration proceedings for any dispute arising from such
      contracts or securities;

	 	 	 
	 	j. 	
      The guarantor of Party B breaches the agreements in the
      guaranty contract (the guaranty contract can be in any such forms,
      including without limitation, contract of guarantee, mortgage or pledge)
      or incurs event of breach under the guaranty contract, or the contract has
      not come into effect, become invalid or revoked;

	 	 	 
	 	k. 	
      Party B is negligent in managing creditor's rights or
      exercising recourse when the same fall due, or has any act of malicious
      property transfer or evading indebtedness by disposing of major properties
      thereof for no considerations or unreasonably low price or with any other
      improper means;

	 	 	 
	 	l. 	
      Party B cheats fund or credit extension from Party A or
      any other banks with false contracts and arrangements with any third
      parties (including without limitation, related parties of Party B), which
      false contracts and arrangements include but are not limited to receivable
      notes not being backed by true deals, and discount on credits rights in
      any other forms or pledges, etc;

	 	 	 
	 	m. 	
      Party B intentionally evades or invalidates creditor's
      rights of the Bank by related transaction or otherwise;

	 	 	 
	 	n. 	
      Party B suffers financial crisis, e.g., the operation
      thereof is faced with significant problem, the financial status thereof
      deteriorates seriously, or significant financial or asset losses
      (including without limitation, asset losses arising from providing
      guaranty to third parties) occur;

	 	 	 
	 	o. 	
      Party B, owing to illegal or non-compliant operations,
      has been subject to administrative punishment or criminal sanction or is
      being investigated by relevant departments and may be possibly subject to
      administrative punishment or criminal sanction;

	 	 	 
	 	p. 	
      Party B is to undergo or subject to division,
      merger/consolidation, significant merger and acquisition, acquisition and reorganization, disposal of
      major assets, capital decrease, liquidation, restructuring or revocation,
      or is dissolved, being declared bankrupt or otherwise;








	 	q. 	
      The controlling shareholder or actual controller of Party
      B is changed, which in the opinion of Party A, has endangered or may
      endanger the realization of creditor's rights hereunder; or any
      significant events occur to the controlling shareholder or actual
      controller, or legal representative or any senior executives of Party B,
      which events including without limitation, having been subject to
      administrative punishment or criminal sanction owing to illegal or
      non-compliant operations or is being investigated by relevant departments
      and may possibly be imposed with administrative punishment or criminal
      sanction, being involved in litigation or arbitration case, serious
      deterioration of financial conditions, or declaring or being adjudicated
      bankruptcy or dissolution;

	 	 	 
	 	r. 	
      Any unfavorable change occurs to the sector that Party B
      engages in, which in the opinion of Party A, has endangered or may
      endanger the realization of creditor's rights hereunder;

	 	 	 
	 	s. 	
      Party B fails to handle settlement, savings or other
      related businesses with Party B in accordance with the agreements of the
      Parties; and

	 	 	 
	 	t. 	
      Other circumstances related to Party B which have
      endangered or may endanger the realization of creditor's rights
      hereunder.




	2. 	
      Liability for Breach



In the case where any event of default under the preceding
Paragraph of this Article occurs, Party B is entitled to one or more of the
following remedies and measures: 

	 	a. 	
      Claim acceleration of loan maturity to recover ahead of
      schedule part or all of the released principal and interest thereon of the
      loan and request payment of relevant costs, including without limitation,
      costs arising from credit standing investigation, examination and
      notarization in connection with this Contract, as well as the attorney
      fees, litigation cost, arbitration cost, travelling expense, announcement
      cost, costs for service of documents, enforcement costs and any other
      costs incurred by Party A in connection with realization of the creditor's
      rights;

	 	 	 
	 	b. 	
      Stop or terminate the release or payment of any monies
      hereunder that have not been released or paid;

	 	 	 
	 	c. 	
      Debit principal, interest and costs of the loan directly
      from the account of Party B or the guarantor;

	 	 	 
	 	d. 	
      Request Party B to furnish, against the creditor's rights
      hereunder, new guaranty satisfactory to Party A;

	 	 	 
	 	e. 	
      Exercise rights in connection with the guaranty,
      requiring the guarantor to perform guaranty duties or realizing the
      creditor's rights by disposing of the mortgaged and/or pledged
      properties;

	 	 	 
	 	f. 	
      Accrue, as from the due date and for the actual number of
      days of delay payment, interest on the principal of the due loan based on
      the lending rate set out herein plus 50% penalty interest rate, and accrue
      compound interest on the interest which fails to be paid as scheduled
      based on the penalty interest rate, in the event that Party B fails to
      repay principal and interest of the loan as agreed when the loan falls due
      as scheduled or ahead of schedule;

	 	 	 
	 		
      Where the repayment of the loan is delayed for not more
      than 90 days (inclusive), the money repaid from Party B shall be applied in the following
      order: (i) interests (including penalty interest and compound interest),
      and (ii) principal. Where the repayment of the loan is delayed for over 90
      days, the the money repaid from Party B shall be applied in the following
      order: (i)principal; and (ii) interests (including penalty interest and
      compound interest).








	 	g. 	
      In the case where Party B misappropriates the loan
      proceeds, Party A shall have the right to accrue, as from the
      misappropriation date and for the actual number of misuse, interest on the
      part of proceeds which is used against agreements based on the lending
      rate set out herein plus 100% penalty interest rate, and accrue compound
      interest on the interest which fails to be paid as scheduled based on the
      penalty interest rate;

	 	 	 
	 	h. 	
      Claim subrogation right against debtors of Party B, in
      which case Party B should provide all necessary cooperation and assistance
      as per Party A's request and solely bear all costs incurred by Party A in
      exercising the subrogation right;

	 	 	 
	 	i. 	
      Request the court to revoke such acts of Party B as
      waiving creditor's rights which fall due, property transfer for no
      considerations, or property transfer at conspicuously unreasonable low
      price. In this case, Party B should provide all necessary cooperation and
      assistance as per Party A's requirements and solely bear all costs
      incurred by Party A in connection therewith; and

	 	 	 
	 	j. 	
      Other remedies vested in Party A by laws or agreements of
      the Parties.




	Article 20 	Revision and Terminate of the Contract
  


The Parties may revise or terminate this Contract based on
mutual understanding, provided always that the agreements of revision or
termination shall be in written from. 

	Article 21 	Representations, Guarantee and Undertakings of
      Party B 



	a. 	
      Party B is a company legally incorporated in its
      incorporation jurisdiction and has effective existence, good standing and
      all corporate rights, government permits and approvals to engage in the
      businesses that it practices for the time being;

	 	 
	b. 	
      Party B has all legal authority, rights and authorization
      to sign, deliver and perform this Contract. This Contract constitutes an
      agreement effective and binding on Party B, and may be enforced against
      Party B in accordance with the terms and conditions set forth
    herein;

	 	 
	c. 	
      Party B guarantees that all materials provided to Party A
      are authentic, complete, legitimate and effective, free or any false
      record, misleading representation or material omission;

	 	 
	d. 	
      Party B hereby undertakes that it will fully perform all
      obligations hereunder with good faith, and refrain from any acts or
      omissions (including omission of any acts required to be done, or doing
      any impermissible acts) which may endanger the realization of creditor's
      rights hereunder without prior written consent of Party A;

	 	 
	e. 	
      Party B hereby undertakes that it will notify Party A in
      writing within ten days after any changes to the domicile, contract
      address, telephone, business scope, legal representative, etc. If Party B
      fails to perform the said notification obligation, any notices and
      documents from Party A shall be deemed duly served when they are delivered
      to the original contract address; and

	 	 
	f. 	
      Party B hereby acknowledges that it has carefully read
      and thus is fully aware of and understand all terms and contents of this Contract, and that it signs the
Contract at its true will. 







	 	 
	Article 22 	Miscellaneous 



	a. 	
      Any tolerance or grace given by Party A to any breach or
      delay of Party B or any delay of Party A in exercising the rights
      hereunder during the term of the Contract shall not prejudice, affect or
      restrict any rights invested in Party A by this Contract and relevant
      laws, or be deemed as Party A's consent or connivance of any acts
      destructive to the Contract, or deemed as Party A's waiver of actions
      against existing or future breaches of Party B.

	 	 
	b. 	
      In the event that this Contract, either in part or in
      entirety, becomes legally invalid for any reason whatsoever, Party B shall
      nevertheless perform all repayment duties hereunder, and Party A has the
      right to terminate the Contract and immediately thereupon be entitled to
      recourse against Party B for all principal and interest of the underlying
      loan and all other relevant monies.

	 	 
	c. 	
      All notices and requests of Party A and Party B in
      connection with this Contract shall be in written form.

	 	 
	d. 	
      In the event that any date stipulated by this Contract or
      the last day of any stipulated period happens to be a statutory holiday,
      the date shall be postponed to the first workday after the statutory
      holiday (period).




	Article 23 	Conditions or Effectiveness and Termination of
      the Loan Contract 



	a. 	
      Effectiveness conditions of the Contract: this Contract
      shall become effective immediately after being signed by the Parties (the
      authorized signatories should personally sign or stamp the Contract and
      affixed it with official seals).

	 	 
	b. 	
      Termination conditions of the Contract: this Contract
      shall terminate immediately after Party B repays all principal and
      interest of the underlying loan and all other
costs.



Party A (Stamp): 

Signature: Company Seal of Shenzhen Development Bank Co., Ltd.
Guangzhou Dongshan Branch 

Date of Execution: July 1, 2010 

 


Party B (Stamp): 

Signature: /s/ Tsoi Man Hoo (company seal of Guangdong Jinhao
Motorcycle Co., Ltd.) 

Date of Execution: July 1, 2010