EXHIBIT
10.31

     

    
      
        	
                C08024

              	
                Bank
      of Beijing     

              
	 
      	
                Contract
      No.: 0058841

              


      

    

    


    Loan
Contract

    (for
company client)

    


    
      
        
          	
                  Borrower:
      Beijing Wowjoint Machinery Co.

                
	
                  Lender:
      Dazhongsi Branch of Bank of Beijing

                
	
                  Signing
      date: Nov. 10, 2009

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Terms
and Conditions of Loan Contract

     

    Borrower:
Beijing Wowjoint
Machinery Co.

    Organization
code: 75961712-9                                             
 Business license: 110102006704329

    Legal
representative/responsible person: Liu
Yabin                 Position:
Manager

    Address:
1108 A Block TIANCHENG
MANSION, 2# XINFENG Road DESHENGMENWAI Street, XICHENG Dist. Beijing
P.R.China

    Zip code:
100088                             Telephone:
89579330                               
  Fax:

    Contact
person: Wu
Xudong  Sui
Xiao                                                           Position:
accountant

    Account
No.: 01090326500120109208632                                     Opening
bank: Dazhongsi Branch
of Bank of Beijing

    


    Lender
(hereinafter referred to as “Bank of Beijing”): Dazhongsi Branch of Bank of
Beijing

    Legal
representative/responsible person: Fu
Donghui   Position: President

    Address:
5 Zaojun Road, Haidian
District, Beijing

    Zip code:
100081                             Telephone:
62154096                                
 Fax: 62159055

    


    In
accordance with the Law of the
People’s Republic of China on Contract, the following contract conditions
and General Terms and
Conditions for Loan Contract, the Borrower and the Bank of Beijing
(hereinafter referred to as “both parties”) make this contract on the signing
date stated on the cover at the place of domicile of Bank of Beijing through
cooperative/friendly consultation.

    


    A.
Associated contract (fill when appropriate):

    This
contract is a specific business contract numbered [0054290] and signed
between the accrediting party Dazhongsi Branch of Bank of
Beijing and the accredited party Beijing Wowjoint Machinery
Co., under the Comprehensive Credit
Contract.

    


    B. Loan
amount and period:

    B.1 The
loan currency under this contract is Renminbi, and the
loan amount is (in case of discrepancy of amounts in words and in figures, the
amount in words shall prevail, the same below): (in words) five million Yuan
only, (in figures): RMB 5,000,000.00
Yuan.

    B.2 The
period for this loan contract is 12 months since the
first withdrawal date;

    B.3 The
expiry date of loan shall be the date on which the loan period specified in B.2
expires.

    


    C.
Contract interest rate (mark √ in □ for an
appropriate item and × for an
inappropriate item, the same below):

    C.1 In
case of RMB loan, the contract interest rate shall be determined based on the
base interest rate on the withdrawal date  ̈ upward [  %]
 ̈ downward
[  %]. The contract interest rate during the loan period shall
be adjusted as per  ̈ month  ̈ quarter o year.

    C.2 In
case of foreign currency loan, the contract interest rate shall be determined
based on the HIBOR (for HK currency) or LIBOR (for other foreign currencies)
interest rate (which is the rate on the second working day before the withdrawal
date) with a  ̈ 1 month  ̈ 3 moths  ̈ six months period,
with increased base point not less than [   BP],
for which the value stated in the loan receipt approved by the Bank of Beijing
shall prevail.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    C.3 The
above contract interest rate during the loan period shall float as per 2.4
hereof.

    D.
Withdrawal plan:

    The
withdrawal period is 30 days, commencing on the signing date; the specific
withdrawal plan is as follows:

    To withdraw RMB 5,000,000
Yuan by Dec.10,
2009,          Yuan
by   (M)    (D)     (Y),

                            
     Yuan
by   (M)    (D)     (Y),                        Yuan
by   (M)    (D)     (Y),

    


    E.
Purpose of loan:

    To
supplement cash flow for working capital

    


    F.
Principal repayment plan:

    All
principal shall be repaid by the final maturity date, and will be repaid by
installment during the loan period as agreed below:

    o principal to be
repaid in lump sum at maturity

     ̈
principal to be repaid in equal amount as per month, on the 21st day each
month

     ̈
principal to be repaid in equal amount as per quarter, on the 21st day of the
last month of each quarter

     ̈ to be
repaid as per the following plan, and the specific repayment plan in the loan
receipt approved by the Bank of Beijing shall prevail:

    
      
        
          	
                   
      

                	 
      
	
                   
      

                	 
      


        

      

    

    G.
Interest repayment plan:

    All
interest shall be repaid by the final maturity, and will be repaid by
installment during the loan period as agreed below:

    o to be
repaid on the specified date (the 21st day of
each month) as per month

    o to be repaid on
the specified date (on the 21st day of the last month of each quarter) as per
quarter

     ̈ to be
repaid on the second day of the corresponding day as per month, the
corresponding day refers to the day that corresponds to the withdrawal date (or
the last day of the month in case of no corresponding day).

     ̈
(optional only for foreign currency loan) to be repaid each interest rate period
as agreed in C.2. The interest repayment day shall be the second day of the
corresponding day (or the last day of the month in case of no corresponding day)
on the last month of each period since the withdrawal date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    K.
Borrower’s commitments on key financial indexes:

    (a) The
ratio of tangible net assets (paid-up capital stock plus capital accumulation
fund) to total liability does not exceed [                       
     ];

    (b)
Minimum net assets not less than RMB (in words) [                  
     ];

    (c) Total
annual pre-tax profits not less than RMB (in words) [                 
      ];

    (d) The
ratio of circulating assets to circulating liabilities (i.e. current ratio) not
less than [             
        ];

    (e) The
ratio of profits before tax and interest to interest expenses (interest coverage
ratio) not less than
[                 
    ].

    


    M.
Guarantee (the guarantee document shall prevail):

    o Surety guarantee:
name of guarantor: Beijing Zhongguancun
Sci-tech Guaranty Co., Ltd.

     ̈ Pledge
guarantee, name of pledgeor:

     ̈
Security guarantee, name of mortgagor:

     ̈
Others: see special agreement column hereof or relevant guarantee
documents.

    


    N.
Costs

    N.1
Advance repayment compensation=advance repayment principal X
[    %] (annual compensation rate) X advance
years.

    N.2 The
Borrower shall, within  days after
signing the contract (and no later than the first withdrawal date), pay to the
Bank of Beijing a loan arrangement fee in the amount of RMB (in words)                                                       
.

    


    U.
Appendix (loan receipt and the following appendix are part hereof):

    Loan
application                                                                                      


    


    W.
Compulsory enforcement notarization

    o A notarization
agreement, which makes compulsory enforcement hereof effective, shall be made
within  days after
signing the contract, with notarization handling completed.

    o No compulsory
enforcement notarization is required for this contract.

    


    X.
Special agreement:

    
      
        
          
            
              
                	
                         
      

                      	 
      
	  
      	 
	  
      	 
	   
      	 


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Y. The
Borrower hereby acknowledges that: his attention has been drawn to clauses
relating to responsibility or rights limitations, full explanations and
descriptions have been made for the contract, and that revision and addition (if
any) agreed between both parties have been stated in the special agreement
column or supplementary agreement; through full review and discussion with Bank
of Beijing, the Borrower fully understands and agrees all contents hereof
including Terms and Conditions
of Loan Contract, General Terms and Conditions
and Appendix of
Contract, without doubts or objections.

    


    Z.
Signing of both parties

    


    
      
        	
                Borrower
      (seal)

              	
                Bank
      of Beijing (seal):

              
	 
      	 
      
	
                Legal
      representative

              	
                Legal
      representative

              
	
                Or
      Authorized representative

              	
                Or
      Authorized representative

              


      

    

    


    General
Terms and Conditions for Loan Contract

    1.
Definitions and explanations

    1.1
Unless otherwise expressly noted, the following terms in this contract shall
have the following meanings:

    This
contract: refers to the whole part consisting of all of the following documents:
Terms and Conditions of Loan
Contract (Clauses A-Z as main contents), General Terms and Conditions of Loan
Contract, loan receipt signed by both parties, other appendixes of
contract listed in Clause U hereof, and other documents (including, but not
limited to, supplementary agreement, commitment letter, etc.) which legally and
effectively determine both parties’ rights and obligations under this contract;
however, it specially refers to the corresponding clauses of Terms and Conditions of Loan
Contract and General
Terms and Conditions of Loan Contract when clauses hereof are cited
without different description.

    


    Base
interest rate: it refers to the legal base interest rate for Renminbi loan of
corresponding period issued by the People’s Bank of China (if the legal base
interest rate of such period is cancelled, then the base interest rate
determined and issued by the Bank of Beijing shall prevail); base interest rate
over the same period refers to the base interest rate determined as per the
agreed period as defined in Clause B.2.

    


    LIBOR
(HIBOR): it refers to the London (Hongkong) Interbank Offered Rate issued on
relevant webpages of authoritative financial telecommunications such as Reuters
or Bloomberg at about 11am of London (Hongkong) time on the very day. The data
of the previous last day shall prevail if the above interest rate data is not
available.

    


    Guarantee
documents: they refer to any documents such as guarantee contracts, guarantee
clauses and guarantee letter, and commitments signed or agreed by guarantor for
setting guarantee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Laws and
regulations: they refer to the laws, administrative regulations and judicial
interpretations by the Supreme People’s Court applicable to the mainland of the
People’s Republic of China, other than Hongkong, Macao and Taiwan.

    


    Financial
rules: they refer to the rules, regulations and instructions given by the bank
regulatory bodies, the People’s Bank of China and foreign exchange management
department.

    


    Working
day: it refers to any day on which commercial banks in the city where the Bank
of Beijing is located provide services for corporate customers, excluding legal
festivals and holidays, Saturday and Sunday, but including Saturday and Sunday
on which the public shall work as per government’s temporary
regulation.

    


    1.2 Any
terms having been defined in this contract shall have the same meaning in any
document hereunder or made as per this contract, unless otherwise expressly
specified in the document.

    


    2.
Loan

    2.1 See
Clause B hereof for the loan currency, amount and loan period under this
contract. The specific amount of each loan which actually occurs hereunder shall
be the amount stated on the loan receipt, which constitutes part
hereof.

    2.2 The
Borrower may withdraw a loan in the withdrawal period agreed in Clause D hereof,
and change of withdrawal plan shall be subject to the consent of the Bank of
Beijing. Any loan amount not withdrawn after expiry of the withdrawal period
will be cancelled automatically and may not be withdrawn any more. Whenever the
Borrower requests a withdrawal, the Bank of Beijing shall not be obliged to
grant a loan, unless all of the following conditions are met (excluding those
which the Bank of Beijing decides to waive at that time):

    (1) The
guarantee document specified in Clause M hereof has been made, with handover and
registration procedures completed;

    (2) The
Borrower has completed account opening and other procedures reasonably required
by the Bank of Beijing, and has provided the Bank of Beijing with documents and
relevant certificates reasonably stating its specific capital use and capital
flow arrangement, and the Bank of Beijing has raised no objections after review.
When this Contract is a credit contract as stated in Clause A, sufficient
available limit shall be reserved for the Borrower hereunder;

    (3) No
defaults hereunder are performed by the Borrower, and no defaults hereunder are
performed by the guarantor;

    (4) Laws
and regulations, financial rules and national credit policy effective at that
time neither impose significant influences on contract performance by one party
hereto, nor prohibit or restrict loan granting or withdrawal
hereunder.

    (5) Other
conditions as agreed herein or in laws and regulations and financial
rules.

    


    2.3 If
the Borrower meets withdrawal conditions, the Bank of Beijing shall grant a loan
in full amount within 3 working days. The loan shall be deemed as having been
withdrawn and used by the Borrower once the loan is transferred to the
Borrower’s account, and the day shall be the withdrawal day of this loan and the
loan interest shall commence from that day as per the contract interest rate.
When an RMB loan is withdrawn in several times, the contract interest rate shall
be determined for each withdrawal respectively based on the base interest rate
over the same period on the very day and the floating range stated in Clause C.1
hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.4 As
the loan hereunder is a loan with floating interest rate, the contract interest
rate shall float during the loan period in such a manner: (i) for an RMB loan,
the contract interest rate shall be adjusted automatically and calculated in
sub-stage in accordance with the base interest rate over the same period
applicable at that time and the floating range as stated in C.1 hereof, from
corresponding date (first day of each calendar month, first day of each calendar
quarter, and Jan. 1 of each year) respectively, in the adjustment frequency (as
per month, quarter and year) as agreed in C.1 hereof; (ii) in case of foreign
currency loan, the contract interest rate for each interest period (including
the first day and excluding the last day) shall be the LIBOR (HIBOR) rate
(annual interest rate expressed in percentage) for corresponding currency and
period on the second business day of such foreign currency one day prior to the
starting day of such interest period, plus the increased base point value (100
BPs as 1%) agreed in C.2 hereof; automatic interest rate adjustment above shall
not be deemed as change to the contract. When the contract interest rate is
converted from annual interest rate to daily interest rate, Hongkong dollar
shall be calculated as per 365 days a year, and Renminbi and other currencies
shall be calculated as per 360 days a year.

    


    2.5 The
Borrower warrants that this loan will be used for the purpose as stated in
Clause E hereof, and warrants that such use purpose will not be in violation of
provisions of laws and regulations and financial rules; the Borrower undertakes
that it will not use this loan in items or services where use of commercial bank
loans is prohibited by laws and regulations or financial rules. The Borrower
shall obtain a written consent of the Bank of Beijing prior to change of use
purpose.

    


    2.6 The
Borrower shall repay the principal of this loan as agreed in Clause F hereof,
and repay loan interest as agreed in Clause G; an interest period shall commence
from each interest repayment day (including) to the next interest repayment day
(excluding) (the first interest period commences from the withdrawal date and
the last interest period ends at maturity of the principal); When each loan
principal is repaid, all interests incurred by such principal shall be settled,
and all principal, interests and other amounts payable shall be settled on
maturity. In case of non-working day, the Borrower shall deposit sufficient
amount of money in its account in advance so that the Bank of Beijing can deduct
from its account on the very day or on the sequent first working day after
extension. Interest will be calculated as per the contract interest rate during
such extension.

    


    2.7 In
order to repay relevant the amounts payable in a timely manner, the Borrower
shall open and always maintain in the Bank of Beijing an account as stated
hereof (in case of change of account, the changed account shall apply to this
contract continually), and shall deposit full amount of money repayable to such
account for deduction by the Bank of Beijing. The Borrower may also directly
transfer money to its Bank of Beijing account for repayment, and shall timely
notify the Bank of Beijing of such service No. for the repayment. The Bank of
Beijing may, at its discretion, deduct any amount payable from any account the
Borrower has opened in the Bank of Beijing Company system, and will notify the
Borrower of such deduction in the form of bank account or other
forms.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.8
Unless otherwise there are substantial and sufficient opposite evidences, the
bank voucher generated by the Bank of Beijing shall be effective evidence for
loan granting and principal repayment hereunder.

    


    3.
Advance repayment and extension

    3.1 The
Borrower may not repay money during the withdrawal period. If the Borrower
requests advance repayment after the withdrawal period, the Borrower shall, 30
days in advance, submit to the Bank of Beijing an irrevocable written
application stating the proposed principal amount for advance repayment and the
repayment plan for the remaining loan principal; where the Bank of Beijing
consents in writing after review, the Borrower shall perform advance repayment
on the advance repayment date, pay to the Bank of Beijing advance repayment
compensation as specified in Clause N.1 hereof (advance years shall be the
quotient obtained by dividing the actual day number from advance repayment date
to the agreed maturity date by 365, with two decimals reserved), and settle all
interests incurred by advance repaid principal and other amounts overdue. The
remaining principal (if any) shall be repaid as per the new repayment plan
consented by the Bank of Beijing (the last repayment date shall still be no
later than the last maturity date). Where the Borrower fails to submit or both
parties fail to reach a new repayment plan, reverse repayment shall apply (i.e.
the advance repaid capital will be used to repay the amount that will be overdue
at last); the contract interest rate shall not be adjusted by virtue of advance
repayment or as per the period determined in the new repayment
plan.

    


    3.2 Where
the Borrower requests an extension, the Borrower shall, at least 30 days before
the maturity date, submit to the Bank of Beijing a written extension application
stating extension reasons and repayment capital arrangement after such
extension. After the Bank of Beijing consents through review and the Borrower
meets the conditions required by the Bank of Beijing, both parties shall sign an
extension agreement, with extension procedures handles as per such agreement. If
the Bank of Beijing does not agree on extension or both parties fail to sign an
extension agreement, the Borrower shall still perform repayment as agreed
herein.

    


    4.
Commitment and guarantee

    4.1 Both
parties hereby undertake and guarantees to the other party that: (1) The party
has the qualification and ability to enter into and perform this contract, and
the person who signs this contract on behalf of the party has been fully
authorized to enter into this contract; (2) The conclusion and performance of
this contract by the party are not in breach of organization documents such as
regulation, laws and regulations and financial rules and other law documents it
shall observe, and the party has obtained any necessary internal and external
authorization, permission and filing so that this contract is legally binding to
the party and lawfully enforceable.

    


    4.2 The
Borrower undertakes and guarantees to perform the following obligations before
performance of this contract is completed:

    (1) The
Borrower is always a legal entity that is established lawfully and operates
continually, and will handle legal procedures such as annual inspection. The
borrower shall, prior to conclusion of this contract and application for
withdrawal each time, submit to the Bank of Beijing true and complete
information regarding financial and operation conditions of the Borrower and
other important information in connection with this contract;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (2) The
Borrower shall have sufficient and legal repayment sources that match with the
repayment plan, and sufficient repayment capability, and ensure that relevant
capital and resources support under the production and operation projects for
which loan is used are in place timely and in full amount so that the projects
can go on smoothly;

    (3)
Production and operation comply with laws and regulations, environmental
protection requirements, tax regulations set forth in laws and regulations and
other provision, and necessary approval and permission documents are obtained
timely and lawfully and effectively;

    (4) The
Borrower accepts and actively coordinates the Bank of Beijing’s inspection and
supervision concerning its financial and operation conditions, and the use of
loan hereunder, including, but not limited to: (i) reasonably stating the
capital flow of each loan hereunder as required by the Bank of Beijing,
providing relevant repayment voucher and evidence, and proving conformance to
this contract; (ii) by the end of April each year, submitting to the Bank of
Beijing complete audited financial statements (including notes) of previous year
and audit reports, and submitting, the first month of each quarter, to the Bank
of Beijing copies of financial statements such as balance sheet, profit and loss
statement, and cash flow statement (in case of audited half-year or quarterly
financial statements, the complete audited statements and audit reports shall be
provided);

    (5) All
application information, financial statements and other information provided to
the Bank of Beijing are true, complete, lawful and effective, without any fraud,
significant omission or misleading;

    (6) Where
the Borrower performs merger, division, reduces registered capital, applies for
close of business for rectification/ takeover / disbanding / bankruptcy or items
that affect the existence of the applicant or its continual operations, the
Borrower shall, at least 30 days in advance, notify the Bank of Beijing of such
item and obtain the Bank’s written consent; if a third party requests or an
administrative/judicial organ orders the Borrower to close its business for
rectification / takeover / disbanding / bankruptcy, or suspend or cancel its
operation license for main operating business or major business, the Borrower
shall notify in writing the Bank of Beijing of such condition as soon as
possible (no later than 3 working days) after notification, and take measures
timely for remedy;

    (7) When
the Borrower makes any changes to industrial and commercial registrations, top
ten shareholders, directors, financial officer, or contact address, it shall
notify the Bank of Beijing of such item as soon as possible (no later than 5
working days);

    (8) Where
the Borrower provides any guarantee (or liability responsibility or similar
arrangement of guarantee nature) for a third party or reaches with a third party
partner / contracting operation, waiver of significant creditor’s rights,
acquisition for restructuring, transfer of main business or similar significant
transaction that may reduce the Borrower’s repayment capability, the Borrower
shall obtain written consent from the Bank of Beijing in advance, except that
the above items will not impose significant adverse influences on the Borrower’s
capability to perform this contract and that the total amount or total guarantee
amount of the above-mentioned significant transaction does not exceed 30% of
total assets of the Borrower and 50% of its net assets;

    (9) The
Borrower shall notify timely in writing the Bank of Beijing of any affiliated
transaction with a total amount up to or exceeding more than 10% of its net
assets (affiliated parties and affiliated transaction shall be identified in
accordance with Chinese accounting standards or international accounting
standards lawfully applicable to the Borrower), including: affiliating relations
of transaction parties, transaction items and property, transaction amount or
corresponding proportion, pricing policy (including transactions with no amount
or with only symbolistic amount), etc. and the Borrower shall not perform
affiliated transaction in which registered capitals are withdrawn, bank capital
or credit is obtained through fictitious transaction, liabilities are evaded
through asset transfer, or transactions that severely impair its repayment
capability or illegal transactions such as money laundering;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (10) The
Borrower shall always observe the commitment as stated in Clause K hereof, and
will maintain in agreed scope relevant financial indexes (calculated in
accordance with Chinese accounting standards or international accounting
standards lawfully applicable to the Borrower);

    (11) The
Borrower will not distribute dividend or bonus to shareholders in any form when
the net profit after tax of an accounting year is zero or negative, or the net
profit after tax is not sufficient to cover the accumulative losses of previous
accounting years, or when the profit before tax is not sufficient to settle next
loan principal repayable;

    (12) The
Borrower shall, no later than the first withdrawal date, provide the Bank of
Beijing with the Guarantee as agreed in Clause M hereof, see guarantee document
for details. The Borrower warrants to maintain the pledge rate and mortgage rate
thereunder in the range (if any) as agreed thereunder; the Borrower undertakes
that it fully understands, agree and accepts the clauses and contents contained
in relevant guarantee documents, and warrants that all guarantees submitted to
the Bank of Beijing based on relevant guarantee documents are lawful, effective
and lawfully enforceable.

    


    5.
Expenses of taxation

    The
Borrower and the Bank of Beijing shall bear the stamp tax payable hereunder
respectively. The taxes and administrative fees imposed by the government or
organs exercising administrative management authority (except those taxes the
Bank of Beijing shall bear lawfully on its own) and notarial fees (if any), and
guarantee fees (if any) shall be borne by the Borrower. In addition, the
Borrower shall pay to the Bank of Beijing loan arrangement fee as agreed in
Clause N.2 hereof.

    


    6.
Default and remedy measures

    6.1 The
occurrence of any one or more of the following shall constitute default of the
Borrower:

    (1) The
Borrower fails to use the loan as agreed herein, or fails to repay, on schedule
and in full amount, the interest, principal or other amounts payable
;

    (2) The
Borrower fails to (or states expressly or indicates by act that it will not)
completely perform any commitment, guarantees, obligations or responsibilities
hereunder in an appropriate way;

    (3) Any
guarantor fails to completely perform any commitment, guarantees, obligations or
responsibilities under the guarantee document in an appropriate way, or other
default events under the guarantee document occur, or the mortgage / pledge (if
any) experiences damage, loss, transfer of ownership, seal up / freezing /
seizure or enforcement, or the guarantee document or the guarantee right of the
Bank of Beijing is identified as invalid, cancelled or rescinded without written
consent of the Bank of Beijing;

    (4) Any
significant credit financing, guarantee, indemnification or other repayment
obligation of the Borrower cannot be performed at maturity, or the operating
license for the main business or major business is suspended or cancelled, or
the Borrower is involved in procedures such as close of business for
rectification / takeover / disbanding / declaration of bankruptcy;

    (5) The
Borrower’s financial or operating conditions experience significant adverse
changes, or produce bad credit records, or are involved in disputes or
administrative penalty that may impose significant adverse influences on its
repayment capability or the performance of this contract, or other conditions
occur that may impose severe adverse influences on the creditor’s right or
security interest.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.2 Where
the Borrower fails to repay, on schedule and in full amount, any loan principal
and interests payable or other amounts payable, additional penalty interest for
the unpaid amounts shall be paid as per day at 150% of contract interest rate
applicable for the same period (overdue penalty interest rate); where the
Borrower uses a loan for a purpose that does not comply with contract provisions
or provisions set forth in laws and regulations or financial rules, it shall
immediately repay the principal and interest for the above loan used in breach
of contract, and additional penalty interest for such loan shall be paid as per
day for the breach period at 200% of contract interest rate applicable for the
same period (appropriation penalty interest rate); where the loan is used in
breach of contract and is also overdue, appropriation penalty interest rate
shall apply. Penalty interest as state above does not influence other breach
remedy rights of the Bank of Beijing.

    


    6.3
Should any breach event hereunder occur to the Borrower, the Bank of Beijing
shall have the right to exercise its breach remedy rights as agreed herein or in
accordance with provisions set forth in laws and regulations and financial
rules, including, but not limited to, requirement for correction of breach,
stopping granting loan, payment of penalty interest, exercise of security
interest and right of lien according to law, declaration of immediate maturity
of whole or part debt hereunder, declared collection, requirement for
compensation of loss and payment of all expenses and fees (including, but not
limited to, law expenses/arbitration expenses, disposal expenses such as
evaluation / appraisal/auction, attorney fee, investigation fee, travel expenses
and other reasonable fees) to the Bank of Beijing incurred in connection with
realization of creditor’s right and security right.

    


    6.4 Where
the currency of amount collected by the Bank of Beijing for exercising rights
differs from the currency of the amount unpaid by the Borrower, such amount
shall be exchanged at the exchange rate issued by the Bank of Beijing for the
currency of amount sold and unpaid and currency of amount purchased and
collected, to settle creditor’s right of Bank, and any exchange rate loss and
fees for exchange so incurred shall be borne by the Borrower. The Borrower shall
be obliged to coordinate in handling exchange procedures.

    


    6.5 The
amounts collected by the Bank of Beijing for exercising rights shall settle its
creditor’s rights in the following sequence: (1) expenses and fees for
realization of creditor’s rights and security interest, and other fees that the
Borrower shall bear, (2) damages, compensation and penalty, (3) penalty
interest, (4) loan interest, (5) principal, (6) other amounts payable; however,
the Bank of Beijing may change the said settlement sequence. If the Borrower has
many amount payable, the settlement sequence determined by the Bank of Beijing
shall prevail.

    


    6.6 Where
one party undergoes force majeure and has provided the other party with evidence
issued by authoritative organ within 5 working days after occurrence,
corresponding liabilities for breach of contract may be exempted according to
laws, however, in order to avoid doubt, both parties hereby conform that
corresponding liabilities for breach of contract may be exempted when the
Borrower undergoes force majeure, however, the Borrower shall still have the
obligation to repay the principal of loan withdrawn, loan interest calculated as
per contract interest rate and fees for realization of creditor’s rights and
security interest.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.
Governing laws and dispute settlement

    7.1 This
contract shall be governed by the laws and regulations of the People’s Republic
of China; and all disputes hereunder and in connection with this contract shall
be settled through friendly consultation. If no agreement is reached, the
dispute may be referred to the people’s court of the place where the Bank of
Beijing is located.

    


    7.2 Where
the guarantee document contains express written agreement regarding law
application and dispute settlement thereunder, such agreement applies. If there
is not written agreement, or written agreement is not express, or the agreement
is invalidated or cancelled according to laws, the laws and regulations of the
People’s Republic of China apply and the disputes may be referred to the
people’s court of the place where the Bank of Beijing is located.

    


    8.
Supplementary articles

    8.1 This
contract is a specific business contract under relationship contract (if any) as
stated in Clause A hereof. Items not mentions herein shall be subject to
provisions under the relation contract. In case of any discrepancy between the
two, this contract shall prevail. Where there are discrepancies between the
special agreement in Clause U hereof and other clauses of body hereof, the
special agreement shall prevail; the appendixes as listed in Clause U hereof
shall constitute part of this contract. Unless otherwise expressly agreed in
writing in the body of this contract or appendixes hereof, the body of this
contract shall prevail in case of any discrepancy between such appendixes and
the body of this contract.

    


    8.2 Where
any party sends a notice or document hereunder: (1) in form of personal delivery
or entrusted delivery, the delivery date shall be the date on which the notified
party or its receipt agent signs for receipt; (ii) in form of express mail
service or intracity registered mail (including municipal area and suburb), the
delivery date shall be the third day after the mail is sent; (iii) in other mail
methods, the delivery date shall be the seventh day after the mail is sent; if
there is discrepancy between the delivery date as determined as per provisions
above and the actual receiving date or formal signing date of the notified
party, the earlier date shall prevail. However, in order to avoid any doubt,
both parties hereby confirm that any document which the Bank of Beijing requires
the Borrower to submit personally shall be directly submitted by a designated
person to the person authorized by the Bank of Beijing. Any party who changes
its contact way shall notify the other party, otherwise the other party shall
still have the right to deem the contact way prior to such change as
valid.

    


    8.3 The
Bank of Beijing may provide information regarding this contract to the credit
system and information base established through powerful government
departments.

    


    8.4
Unless otherwise agreed herein, any party shall be obliged to keep confidential
any commercial secrets procured during conclusion and performance of this
contract and belonging to the other party, and other undisclosed information the
party expressly requires to keep confidential before the above information loses
privacy. Without written permit of the other party, such information shall not
be publicly disclosed or disclosed to any third party; However, disclosure by
one party of such information in accordance with provisions of relevant laws and
regulations or as required by powerful organs or the exchange where listing is
made, shall not be deemed as default of confidentiality
obligation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.5 The
effect of this contract is independent of guarantee document, relationship
contract (if any) and any contract / agreement / commitment, without being
influenced by the validity and enforceability of the above documents. Where any
clauses or contents hereof are cancelled or identified as being invalid
according to laws, the effect of other clauses and contents shall not be
influenced and still remain valid. Failure to exercise corresponding remedy
rights by the other party in case of default by one party shall not be deemed as
waiver of such rights or permit of such default.

    


    8.6 This
contract is entered into by and between the Borrower and the Bank of Beijing on
the contract signing date at the place of domicile of Bank of Beijing, and shall
take effect after it is signed by the legal representative / responsible person
/ authorized representative and sealed with company seal (or contract seal
recognized by a document with company seal). This contract is made in three
originals (corresponding number of originals shall be signed if notarization is
required or if guarantee registration procedures are handled), with the Bank of
Beijing holding two originals and the Borrower holding one original. Each
original has equal legal effect. In case of guarantor, the Borrower shall be
responsible for provide a copy of this contract for the guarantor, however,
failure to do so by the Borrower will not impose adverse influences on the Bank
of Beijing’s creditor’s rights and security interests.

    


    (No
additional contents below)