Unassociated Document


    Exhibit 10.10

    
      Mortgage
Contract      

    

    (English
Translation, Original is in Chinese)

    


    Mortgagor:Dalian Befut Wire
& Cable Manufacturing Co., Ltd

     

    Address:Qipan Village,
Gezhenpu Town, Ganjingzi District, Dalian City

     

    Legal
representative:Cao
Hongbo

     

    Postal
code:116001

     

    Transactor:Lu
Haiyang

     

    Tel:
0411—83678755

     

    Fax:0411-83670955

     

    
 

    Mortgagee:China Development
Bank Corporation

     

    Address:29  Outer
Street  of Fuchengmen, Xicheng District, Beijing

     

    Legal
representative:Chen
Yuan

     

    Postal
code:100037

    


    Transacting  branch:China Development
Bank Corporation,  Dalian Branch

     

    Branch
address: No.
15,  17 Renmin Road, Zhongshan District, Dalian City

     

    Branch
manager:Song
Weinong

     

    Postal
code:116001

     

    Transactor:Dong
Ziyue

     

    Telephone:0411-82819088-8166

     

    Fax:0411-82810032

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    To
guarantee that the borrower Dalian Befut Wire & Cable Manufacturing Co., Ltd
fulfills the loan contract  No.2102221452009020773 (hereinafter
referred to as the Master Contract) signed with the mortgagee, the mortgagor
agrees to pledge the assets as listed in the collateral list (see appendix) as
collateral, to provide a guarantee to the mortgagee. The mortgagor and the
mortgagee hereby enter into this contract
through  negotiation.

    


    Clause
1                      Definition

     

    Unless  as
otherwise agreed herein,  definitions of the terms in this contract
are the same as those in the Master Contract.

    


    Clause
2                      Collateral

     

    Please
see the appendix for the names and related details of the collaterals under this
contract.

    


    Clause
3                      Scope
of guarantee

     

    As agreed
in the Main Contract, the borrower has borrowed RMB 100,000,000 Yuan (One
Hundred Million Yuan only) from the mortgagee, with a loan period of 7 years
(i.e. from November 2nd  2009
to  November 1st
2016).

     

    The scope
of guarantee of this Contract includes all of the loan principle, interest,
penalty interest, compensation, liquidated damages, damages compensation
and  fees for  collateral realization under the Master
Contract.

     

    Along
with the settlement of the loan principal stipulated in the Master Contract, the
principle amount secured under this contract  should correspondingly
been reduced.

    


    Clause
4                      The
Mortgagor’s statement and guarantee

     

    1) The
mortgagor is a corporation established by the law, currently holds a valid
Business License, legally owns its assets and operates its
business;

     

    2) The
mortgagor has legal ownership and disposition rights of the
collaterals;  if the collaterals provided by the mortgagor are assets
which are subject to approval or agreement of related
parties  according to the law, the mortgagor shall ensure that the
legitimate approval or agreement has been obtained; there is no dispute on
ownership or disposition rights for the collaterals;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3) Other
than the collaterals stated in this contract, there shall be no property
guarantee, leasehold, trusteeship, joint ownership or any other ownership
disputes in any form for the collaterals;

     

    4) The
mortgagor has completed all necessary internal authorization procedures related
to signing this contract, and is hereby lawful and valid;

     

    5) All
the documents and data provided  by the mortgagor to the mortgagee
shall be true, accurate and complete.

    The above
mentioned statement and guarantee are valid within the  validity
period of this contract.

    


    Clause
5                      Obligations
of the mortgagor

     

    1) The
mortgagor shall be safekeeping of the collaterals, and accept inspection by the
mortgagee at any time. The mortgagor shall take immediate relevant action with
regards to the suggestions from the mortgagee during the said inspection for the
purpose of ensuring that the collaterals are whole and intact. The expenses of
safekeeping and maintaining the collaterals are borne by the
mortgagor;

     

    2)  The
mortgagor is not allowed to dispose the collaterals  in any manner
without prior written consent  of the mortgagee;

     

    3) The
mortgagor shall notify the mortgagee 10 days in advance in writing with respect
to the changes of  company name, address, legal
representative,  registered capital, business scope, company type or
amendment of company article of incorporation, and provide the mortgagee with
the relevant documentation for record;

     

    4)  The
mortgagor shall deliver ownership certificate of collaterals (disposition
rights) or mortgage rights certificate to the mortgagee within three working
days after registration of the collaterals.

     

    5) All
fees caused by signing and fulfilling this contract shall be borne by the
mortgagor;

     

    6) If any
of the mortgagor’s actions are likely to decrease the value of the collaterals,
the mortgagee is entitled to request  the mortgagor to restore its
original status, or provide guarantee. If the above-mentioned request by the
mortgagee is rejected by the mortgagor, the mortgagee has the right to request
the debtor to fulfill the debt, and also may request to exercise the collateral
rights in advance.

    
 

    Clause
6                      Obligations
of the mortgagee

     

    The
mortgagee shall return to the Document of Title, disposition rights certificate
and  insurance  certificate of the collaterals,
etc  to the mortgagor within 15 days after settlement of all debts
under the Master Contract.

    


    Clause
7                      Realization
of the collateral rights

     

    If the
mortgage is unable to settle the debt  under the Master Contract in
accordance with  terms of the Master Contract, or if the mortgagor is
declared to be bankrupt, revoked or dissolved according to the law, the
mortgagee has the right to lawfully dispose the collaterals by auction, selling
or discounting etc., and to retain such money as compensation. If the proceeds
exceed the amount of the secured claims under this contract, the excess shall
belong to the mortgagee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Clause
8                      Liabilities
for breach of contract

     

    1) If the
mortgagor, due to not carrying out the insurance procedures in accordance with
the terms of this contract, causes the financial losses to the mortgagee, the
mortgagor shall make due compensation;

     

    2) Due to
the mortgagor’s fault, the collaterals are damaged or destroyed, or if the
insurance company lawfully refuses to make compensation or if the insurance
payout is insufficient to repay the debt under the terms of the Master Contract,
the mortgagee has the right to request the mortgagor to restore the value of the
collaterals within a deadline, or provide the mortgagee with an accepted
guarantee to top up the deficit;

     

    3) If the
Mortgagor violates the terms of this contract and disposes the collaterals
without authorization, the mortgagee has the right to request the mortgagor to
restore the collaterals to its original status;

     

    4) If the
mortgagor, due to concealment of the existence of joint-ownership, disputes,
seizure, detention or previous pledging of the collaterals, causes the losses to
the mortgagee, the mortgagor shall make due compensation;

     

    5) If the
mortgagor violates other terms of this contract, or if any of the statements and
guarantees made by the mortgagor under Clause 4 of this contract  is
proven to be false or misleading, resulting in losses to the mortgagee, the
mortgagor shall make due compensation;

     

    6) If the
mortgagee violates the terms of this contract,  and fails to promptly
return to  the mortgagor with the Document of Title, disposition
rights certificate and  insurance certificate  etc. of the
collaterals in its safekeeping, resulting in losses to the mortgagor, the
mortgagee shall make due compensation;

    


    Clause
9                      Modification
and Termination of Contract

     

    1) The
mortgagor or the mortgagee is not allowed to modify or terminate the contract
without  authorization. If modification or termination is required, it
shall be by a consensus between both parties and a written agreement shall be
reached;

     

    2)  If
the debtor and the mortgagee reach a written agreement to modify the content of
the Master Contract, the mortgagor shall continue to fulfill its responsibility
for the guarantee of the debt under the Master Contract with the collaterals
under this contract. If modifications to the Master Contract without agreement
of the mortgagor results in an increase of the loan amount, the mortgagor shall
not be responsible for guaranteeing the increased amount.

    


    Clause
10                      Collateral
registration

     

    The
mortgagor and the mortgagee shall transact  the collateral
registration with the relevant authorities  within 7 days
after  the signing of this contract.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Clause
11                      Settlement
of disputes

     

    In the
event of disputes during the course of the mortgagor’s and mortgagee’s
fulfillment of this contract, both parties shall settle the
dispute  through negotiation; if it fails, the dispute shall be
settled through litigation  at the people’s court  at the
location of the mortgagee’s transacting branch.

    


    Clause
12                      Other
matters

     

    1)  Any
other issues unmentioned in this contract s  shall be resolved through
negotiation between the  mortgagor and mortgagee, or transacted in
accordance with state laws and legal regulations;

     

    2) This
contract has two original copies, one each for the mortgagor  and the
mortgagee, and it has 6 duplicate copies.

    


    Clause
13                      Contract  validity

     

    This
contract comes into effect upon being signed by the mortgagor and the mortgagee
with stamps affixed.

    


    Appendix:
Collateral list

     

    
      
        
          	
                  Collateral
      list(Land)

                
	
                  Collateral
      name

                	
                  License
      No.

                	
                  User

                	
                  Location

                	
                  Property
      No.

                	
                  Use

                	
                  Type
      of use right

                	
                  Floor
      area (square meters)

                	
                  License
      issuing authority

                	
                  Evaluation
      value (10,000 Yuan)

                
	
                  Land
      Use Right (Da Guo Yong(2009)No. 06066)

                	
                  No.06066

                  (2009)

                	
                  Dalian
      Befut Wire & Cable Manufacturing Co., Ltd

                	
                  Newport
      Village, Sub-District  Office, Changxing Island,
      Dalian

                	
                  -

                	
                  Industrial
      land

                	
                  Transfer

                	
                  30290

                	
                  Dalian
      Municipal

                  People's
      Government

                	
                  666.38

                
	
                  Land
      Use Right (Da Guo Yong(2009)No. 06067)

                	
                  No.06067

                  (2009)

                	
                  Dalian
      Befut Wire & Cable Manufacturing Co., Ltd

                	
                  Newport
      Village, Sub-District  Office, Changxing Island,
      Dalian

                	
                  -

                	
                  Industrial
      land

                	
                  Transfer

                	
                  120953

                	
                  Dalian
      Municipal

                  People's
      Government

                	
                  2660.97

                


        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Mortgagor:Dalian Befut Wire
& Cable Manufacturing Co., Ltd ( Seal)

     

    Legal
representative (or authorized representative): Cao Hongbo

     

    Signature:
/s/ Cao
Hongbo

    


     

    Mortgagor’s
bank and account number: China Construction Bank, Dalian Qingniwaqiao
Subbranch

     

    21201500100053003069

     

    November
2nd
2009

    


    Mortgagee:China Development
Bank Corporation ( Seal)

     

    Legal
representative (or authorized representative):  Song
Weinong

     

    November
2nd  2009

     

    Signature:
/s/ Song
Weinong

     

    Signing
Place: Dalian City