Unassociated Document


    


    EXHIBIT
10.13

    SPD
BANK

    


    Working
Capital Loan Contract

    No.
70062010280025


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Working
capital loan contract

     

    Borrower: Wuhan Kingold Jewelry Co.,
Ltd. __

    


    Lender:SPD BANK WUHAN
BRANCH

     

    View:

     cash
flow needs for the borrower, the lender raised liquidity to the loan
application: After review, the lender agrees to the terms of the contracts and
loans. In order to clarify the rights and obligations of both parties are under
the relevant PRC laws and regulations, laws and regulations, agreed by both
parties. Conclude this contract to bring about compliance.

    Colleagues
recognized the borrower with the lender following the primary terms

    


    This
contract between the borrower and the loan of the loan documents signed by the
independent

    


    PART  I:  Commercial
terms

     

    Types of
loans:@
Short-term liquidity loans

      @
Long-term working capital loans

    2. The
loan amount under the contract for the _RMB__( currency )_15million_ RMB
(Traditional)

    3.Under this
contract for the specific purpose loans :__Capital turnover and gold
purchasing.

    4.
Borrowings under this contract period: from the first time from the date
of  one year(or 12 months). The actual withdrawal date and repayment to the
lender, both for the IOU several people (borrowing certificate) recorded on the
date. Final repayment date of the contract shall not exceed the borrowing
period. Loan certificate is an integral part of this contract.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.
The interest rate for borrowing under the contract

    (1) RMB
interest rate:

    Published
by the People's Bank of China with the same period the benchmark lending
interest rate of floating 5% grade, that is signed

    This
contract is identified as 5.5755% per annum

     

    (2)
borrowing means interest settlement

    Quarterly
interest settlement, the more interest settlement date lonely twenty (20)
days

    


    (3) The
interest rate adjustment under a contract of RMB way: If the alignment of the
People's Bank of China benchmark lending rate, the time of the benchmark
interest rate loans loans day using the People's Bank of China, with the level
of the benchmark lending rate over the same period: loans under this contract
After the event the borrower paid during the base central bank to adjust
interest rates, then: the interest rate is not adjusted.

    6.
Penalty Rate under this agreement:

    1) The
penalty rate of overdue is the loan interest at the date of overdue plus
0%.

    2)
Diverting the loan money in other ways which is not the way described in the
agreement, then the penalty rate is the loan interest at the date of diverting
the loan money plus 0%.

    7. With
withdrawals under the loan from __May 6th of _2010 to _June 6th of 2010_ months
ended

    


    8. Under
the borrower's withdrawal plan is as follows:

    
      


      
        	
                NO.

              	
                Withdrawal
      period

              	
                Withdrawal
      Amount

              	 
	 
      	 
      	 
      	 
	
                1

              	
                May
      6th
      of 2010

              	
                15million

              	 
	 
      	 
      	 
      	 
	
                2

              	 
      	 
      	 
	 
      	 
      	 
      	 
	
                3

              	 
      	 
      	 
	 
      	 
      	 
      	 
	
                4

              	 
      	 
      	 
	 
      	 
      	 
      	 
	
                5

              	 
      	 
      	 


      

      


      9. Under
the loan repayment plans are as follows:

      


      
        	
                1

              	
                May
      5th
      of 2011

              	
                15million

              	 
	 
      	 
      	 
      	 
	
                2

              	 
      	 
      	 
	 
      	 
      	 
      	 
	
                3

              	 
      	 
      	 
	 
      	 
      	 
      	 
	
                4

              	 
      	 
      	 
	 
      	 
      	 
      	 
	
                5

              	 
      	 
      	 
	 
      	 
      	 
      	 


      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    10. Loan
amount not less than RMB  one Million.

     

    11.
Account opening:

    (1) the
borrower in the lender at the opening of the general settlement of business
is:

    Bank
:SPD BANK WUHAN
BRANCH

    Account
Name : Wuhan
Kingold Jewelry Co., Ltd.

    Account
: 70080154700001970

    


    (2) the
borrower in the capital return under the contract account are:

    


    Bank
: SPD BANK WUHAN
BRANCH

    Account
Name : Wuhan Kingold Jewelry Co.,
Ltd.

    Account:70080154700001970

    12.
Trustee to pay the lender: single payment amount exceeding (the amount of
currency )__5million   


    Borrowing
funds to pay, the lender should be entrusted with payment.

    


    13.
Self-payment in the borrower, the borrower should be every _one__ month to borrow
funds to pay the lender to submit summary reports.

    14.
Borrowers also agree to guarantee obligations under the contract of the
guarantor and guarantee contracts include:

    Mortgagor
_ Wuhan Kingold Jewelry Co.,
Ltd " mortgage contract "number
(ED7006200900000012-1.2,  ED7006200900000013)

    


    15.
Breach of contract processing.

         Penalty:
the equivalent amount of 5%( loan capital)

    


    16
contract __two_ copies of
originals, of which_one_ copies of the
borrower implementation, enforcement _one_ copies of the
lender.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    PART  II
: General Conditions

    


    Article  I : LOAN

    


    Borrower
irrevocably agree and acknowledge: the borrower under this contract at any time
according to discretion of the lender of extraction: the borrowers receiving
loans at the discretion of the date on a regular or ad hoc reviews to determine
whether to give the borrower Any form of loans: Although this contract or any
other document of any other provision, the lender will always have the right to
require the borrower to immediately pay off all loans. Lenders have the right to
terminate or suspend all or part of the loan, the borrower to cancel any further
use of the loan, without notice to the Borrower to achieve.

    


    2 The
contract required under the loan agreement in accordance with the contract used
for the purposes of borrowing, the borrower not to misappropriate, misuse of the
loans for investment in fixed assets, equity and other investments, may not be
used against the production, operation and use of, or other areas do not meet
the working capital borrowing activities.

    


    Article  II: Method
of interest rate and interest-bearing borrowings

    


    1. Unless
otherwise agreed, the contract the lender under the loan interest loans from the
date of the withdrawal amount and the actual number of days occupied by income.
The number of days including the first day of occupancy, except the last day.
Japanese interest rate = monthly interest rate / 30, the monthly interest rate =
APR / 12.

    2. The
lender the right to a borrower (called the contract "expired", including the
lender announced that the case of loans ahead of maturity) to meet the
outstanding loan principal, from the late date, according to the contract
Overdue interest rate according to the actual number of days past due past due
interest, principal and interest until the borrower until the
settlement.

    3. The
borrower fails to use the loan amount of the agreed purpose, the lender has full
use of their default loan amount, from the date of breach of contract,
misappropriation of contract by the penalty rates in accordance with the actual
number of days of default penalty interest income, until principal and interest
repayment until the borrower.

    4.
Several lenders who can not pay the interest on time (including regular
interest, overdue penalty interest, misappropriation of penalty), since the
expected date, a late penalty in accordance with the contract interest rate
interest payment date of the contract terms recovery of profits, according to
the actual number of days overdue.

    5.
Interest rate market or market paralysis

    (1) loan
payment under this contract, if the People's Bank of China to implement
market-oriented interest rate policy of the RMB, the Borrower shall consult jade
lender to determine the interest rate criteria, such as negotiations began in
five bank business days after the agreement can not be views, the Borrower shall
not agree on the date of the thirty-one days to pay off all bank business loan
principal and interest. (For RMB)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2) The
payment under the contract of loan, if the relevant interest in the offer
period at 11 o'clock (London time). Not a relevant bank to the London Interbank
money market interest rate major banks to offer U.S. dollar deposits, the
Borrower shall consult with the lender to determine the replacement rate:
if after consultation opened 5 banking business days can not agree, then price
can not agree on who should be the date of the thirty business days to pay off
all bank loans principal and interest. (For foreign currency)

    


    Article  III:    Withdrawal

    


    1. Before
the first withdrawal, the Borrower shall meet the following conditions, but no
obligation to review the lender or the conditions of the authenticity of the
following documents:

    (1) In
accordance with the time of the contract submission of withdrawal application
has been completed "by the (credit) of the certificate" and other relevant
documents;

    (2) The
guarantee of this contract and the corresponding contract (if any) have been
signed and remains in force, the establishment of a security right has been
effective;

    (3) to
the borrower current valid business license, articles of association, drawing on
recent financial statements;

    (4) to
the Board of the Borrower or any other organization with the same effect to the
borrowing resolution, the legal representative of the authorized representative
of the power of attorney and legal representative, authorized representative
sub-sample of the original;

    (5) The
borrower has been in accordance with the requirements of lenders lenders
clearing account at the opening general account and the capital return and the
two sides agreed to other accounts (if any);

    (6)
Borrower to perform its obligations under this contract, no breach of the
contract time;

    (7) the
Lender from time to time other documents required or other conditions required
by the lender.

     

    1. In
addition to the first withdrawal, but before each withdrawal, the Borrower shall
meet the following conditions, but the lender has no obligation review the
authenticity of the following documents or conditions;

    (1)
contract by the time and manner of withdrawal of the application submitted has
been completed "by the (credit) of the certificate" and other relevant
documents;

    (2) the
borrower travel obligations under this contract, no event of default under the
contract;

    (3) the
lender is not required for other documents or other conditions required by
lenders

    


    2.
Withdrawal

    (1) The
Borrower shall withdraw in accordance with this contract a one-time or phased
withdrawal plan, and withdrawals at maturity in each of the three bank business
days before the withdrawal procedures apply to the lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2)
borrowers need to postpone the withdrawal date of such change shall be due on
the withdrawal of the three bank business days before the consent of the
lender's consent, and pay the lender a result suffered loss (loss of interest =
delay provided models of interest - interest on demand deposits over the same
period)

    (3) the
borrower to cancel all or part of undrawn loans, should determine the withdrawal
or the withdrawal of the termination of three bank business days before the
application is made as loans, the lender agreed to before the cancellation, the
borrower is recognized that failure to complete the withdrawal of the Ministry
of funds provided, not to mention some of the borrower should pay the commitment
fee.

    (4) In
determining the withdrawal date of the borrower or the withdrawal period, no
date for withdrawal is not to defer the application procedures for the loan, the
lender may notify the borrower within three banking business days for the
relevant procedures; handled overdue, loans have all canceled undrawn
loan.

    (5) of
this section of the agreement have been timely, as long as the loan has not yet
issued, the loan is entitled to reject the borrower's withdrawal
application and cancel the loan under this contract in whole or in
part.

    


    Article
IV:  Account opening and management of

    


    1.
Borrower should have signed this contract is opened in the lender at settlement
account and capital returns, general accounts, and the two sides agreed to open
other accounts (if any). Borrower agrees that the lender the borrower's previous
account of the implementation of monitoring.

    2. A
general settlement clearing account used to account for the borrower at loan
application and loan funds to cover the release of funds, the funds in
accordance with the demand deposit account rates.

    


    3 confirm
the borrower, capital returns based account of principal and interest under the
contract of loan repayment is also transferred from the capital return accounts.
Borrower

    Advanced
revenue stream or flow of the borrower's total should be advanced into the
capital to return accounts.

    


      Borrowers
that in each of the debt service under the contract within three days before the
date of the borrower's capital account balance of funds withdrawn from
circulation shall not be less than the date of the borrower the amount of debt
service. The Borrower agrees that, in the debt within three days before the date
of its loans to borrowers who have the right to the funds withdrawn from
circulation would lead to capital account balance is less than the amount of
current external debt service payments should be restricted acts or refusal, to
ensure that capital returns of capital account balance of the current period
should be sufficient to cover debt service.

        Lenders
account for all money withdrawn from circulation on the monitor, when the
capital returns of the abnormal flow of funds, the lender has the right to cause
the borrower to identify and take appropriate action.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article
V: Payment Supervision

    


    1. The
Borrower agrees that the lender the right to pay or entrusted by the lender and
the borrower funded the loan funds were paid to manage and control the payment,
to monitor the loan funds used for the purposes agreed in this
Contract.

    


    Trustee
to pay the lender, the lender is based on the borrower's withdrawal application
and payment of commission, loan funds will be paid by the borrower account the
use consistent with the contract borrowers trading partners.

     

    Borrowers
to pay their own means the lender the borrower's withdrawal in accordance with
set loan accounts distributed to the borrower after payment by the borrower to
comply with the contract independently of the borrower uses the transaction
object.

        

    2.
Borrower agrees that if the lender is the borrower jade newly established
business relationship with credit the borrower's credit status at the general,
or the single payment amount exceeds the amount of the loan contract funds to
pay, or other circumstances determined by the lender, should be entrusted with
the lender payment.

    


    Payment
by the lender trustee, the lender has advised the loan under the loan contract
purposes, the audit borrowers pay an application listed in the payment of an
object, whether the payment amount and other information with the appropriate
contract and other evidence consistent with the morning examination and
approval, lender will loan funds paid by the borrower to the borrower account
transaction objects.

     

    1. The
borrower to the lender when the loan funds to apply for external payments, the
lender should be submitted to comply with the requirements of evidence,
including but not limited to:

    (1)
comply with the contract payment purposes use of documents;

    (2)
morning, and a true reflection of the contract obligation to pay the borrower a
written document, signed a contract for the need to pay the costs, fees and
charges should provide power sector policies and standards;

    (3) the
corresponding invoices or receipts, such as can not get paid at the same time,
the Borrower shall pay promptly after payment of the corresponding invoice or
receipt of money

    (4) legal
and valid proof of payment

    (5)
lenders and other documents required by the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.
Borrower shall within three working days before the proposed withdrawal to
submit withdrawal applications for loans and make a payment by the lender or the
borrower entrusted with self-payment. Confirm the borrower, the lender has
reviewed all the relevant information whether borrowers meet the contract
payment terms, and the appropriate method of payment the borrower has a right to
decide.

    3. Paid
by the borrower own way, the borrower should be based on the contract, summary
report regularly to the lender to pay self-funding situation of the borrower,
the lender right through account analysis, evidence identification, field
verification of the borrower, etc. whether people borrowing to pay for the
agreed purpose and mode of payment agreement.

    4.
Borrower conformation, should be the lender of funds to pay for loans to pay
costs arising from the exchange program, in place of the remittance fee, the
lender is entitled to directly deduct the actual amount.

    5.
Generous and payment of the loan process, the borrower about the situation
there, the lender the right to require the borrower to pay additional terms and
conditions for withdrawal, or change the loan payments were to stop issuing and
payment of loan funds:

    


    (A) the
drop in credit

    (B) of
the main business profitability is not strong

    (C) Loan
funds abnormal

    


    Article
VI: Repayment

    


    1.
Borrower shall repay the plan contract timely and full repayment of loan
principal and interest costs very relevant, the Borrower hereby irrevocably
authorized the lender the right to fire on the loan maturity date to meet the
situation in their contract to open the loan account at the initiative of people
deduct the amount of the above claims.

    2. The
borrower early repayment of loans, it should be expected to repay the bank prior
to 10 business days written notice prior to the consent of the lender and the
lender's written consent. Without the agreement prior written consent of the
lender, the borrower still be in accordance with the terms and interest rate
contract debt service on loans without the written consent of the borrower ahead
of the return part, the lender will charge a one-time borrowers
penalty.

           The
lender agreed to early repayment as a loan due in advance. In this case, the
lender has the right to require the borrower to pay according to contract a
certain penalty.

           Early
repayment of money should the borrower the actual number of days of interest,
together with the return of the principal: early repayment of the principal
amount of not less than the amount stipulated in the first part of the contract:
the return of the principal, in accordance with the contract reverse the order
of repayment plan loan principal is reduced

    


    3. For a
legitimate reason the borrower can not repay on time, and should be the
repayment period of the contract the first 30 business days before the bank made
loans to the lender extension application and prepare the necessary materials to
handle the extension formalities, the guaranteed under the contract of loan,
mortgage or pledge guarantee, it should be the guarantor, mortgagor, the quality
of the book and agreed to furnish proof of whether the decision by the lender
agree to extension, the borrower has not applied for renewal has not been
approved by the lender, and its transferred from the due date of loans overdue
loans.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Article
VII:  Representations and Warranties

    


    The
borrower to the lender to make the following representations and warranties,
representations and warranties made at the signing of this contract and the
effective period of this contract remain in force.

    1. Borrower system
separate legal entity, with all the necessary legal capacity and can travel in
its own name independently of the contractual obligations and civil
liability.

    2. The
borrower will all sign this contract and have completed the signing of the
contract and fulfill its obligations under this contract required the
shareholders, board of directors or other authorized agencies of all
authorization and approval. The provisions of this contract are the borrower's
real intentions and the borrower is legally binding.

    3. The
execution and performance of this contract does not violate the borrower should
follow the law, including the borrower shall comply with laws, regulations,
local laws and regulations, judicial interpretations and so on.

    4. The
borrower to ensure that all of its issued financial statements (if any) comply
with PRC law, statements give a true, complete, effective and
accurate.

    5.
Borrower to sign and abide by the course of performance of this contract, the
principles of honesty and trustworthiness to the lenders, including all of the
guarantor of its own information, document information are really effective,
accurate to complete.

    6. The
borrower to ensure the effective completion of this Contract and to the lawful
discharge of the necessary filing and registration procedures and pay the
associated costs.

    7. In the
business activities in strict compliance with the law, in strict accordance with
the provisions of the borrower's business licenses or legally authorized to
carry out the business of business scope, time and registration inspection
procedures, production and operation of legal, with the ability to operate
continuously, have a legitimate source of repayment.

    8. Do not
give up any claims due, unpaid or otherwise inappropriate not to dispose of
existing main property.

    9.
Borrower Lender has disclosed it to know or should know, the decision on whether
to grant the lender under the loan contract and the status of important
facts.

    10.
Borrowers to ensure their credit in good condition, no major adverse
record.

    11. The
borrower to ensure that there is no performance on the borrower's ability to
cause or threaten to cause significant adverse effects of other conditions or
events.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
VIII:    Contract matters

    


    Borrowers
and lenders agree as follows:

    


    1. The
borrower to ensure that business according to law, in accordance with the
purposes of the loan contract, not diverted for other purposes, the borrower
shall provide the loan as required on a regular basis, including monthly and
annual reports including financial and accounting information related to
actively support the loans people use the borrower and the borrower to supervise
operation, the lender can always check in various ways, monitoring the use of
the borrower.

    2. The
borrower should be based on the contract, the application, "borrow (credit) of
the certificate" provisions of the timing, amount, currency and interest rate to
repay the loan principal and interest under the contract, the actual time for
payment, amount, currency, interest rates should be "borrowed (credit) of the
certificate," recorded in the norm.

    3. The
borrower to ensure that the event or will be issuing any guarantor of the status
of the property sufficient to guarantee performance of obligations or materially
and adversely affect the ability of the time, the borrower will be provided in a
timely manner approved by the lender of the new guarantees.

    4.
Borrower commitment, the borrower without the prior written consent of the
lender not to take the following actions:

    


    (1) the
sale, gift, lease, lend, transfer, mortgage, pledge, dispose of its major assets
such as all or most.

    (2)
contracting, leasing, joint venture, foreign investment, joint-stock reform,
property rights transfer, reduction, suspension, dissolution, bankruptcy,
reorganization and other are likely to affect the behavior of borrowers
repayment ability.

    (3) amend
the articles of association or other design documents, change the business
scope.

    (4) is
sufficient for the third party to fulfill its financial position or its
obligations under this contract material adverse effect on the ability of the
guarantee.

    (5) Other
long-term debt prepayment.

    (6)
Signature of the borrower to fulfill the obligations under this contract have a
material adverse impact ability to contractual agreements or commitments with
the obligations of the impact.

    


      5
commitment to the borrower, when the following events occurs, the borrower will
be the date of the incident immediately notify the lender. The incident occurred
in five bank business days from the date of the relevant notice served on the
original purchase price by:

    


    (1)
occurs on time, to a borrower in the contract, the representations and
warranties made in a false, inaccurate or invalid.

    (2) the
borrower or its controlling shareholders, who control the world or its
affiliates for the design litigation, arbitration or its assets were seized,
sealed, frozen, or is taken to enforce the effectiveness of other measures with
the same, or their legal representative, responsible person, director, or senior
management to monitor involved in litigation, arbitration or other enforcement
measures.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (3) the
legal representative of the borrower or his authorized agent, responsible
people, mainly financial officer, address, business name, office space and other
items is changed.

    (4) The
application for restructuring other creditors, bankruptcy or revocation of the
superior administrative unit.

    (5) some
other enough to affect adversely the borrower solvency issues.

    


    1. The
borrower to ensure repayment, subject to the normal order in which the priority
of repayment of other loans, current and future caused not sign any loan
under this contract for a contract or subordination agreement.

    


    The
Borrower shall repay as much as possible in the same currency and payment of
loan principal and interest under this contract, the event of the borrower to
repay the debt situation of the different currencies, the borrower should make
their own, or authorize the lender to the funds in different currencies under
this contract "deduct the agreed" in the way of convertible loans under the
contract the cost of the currency return of the loss of principal and interest,
the resulting costs borne by the borrower, guarantor funds in different
currencies on behalf of the borrower to repay debt, from the guarantee contract
"deduction agreement", the resulting costs borne by the borrower.

    


    3. The
guarantees under the contract in the face of a particular situation or change,
the borrower should be in accordance with the lenders who provide loans Yes
seeking timely approval of other security features of the particular situation
or change include, but are not limited to, but the man stopped production, out
of business, dissolution of the business operation for rectification,
etc.

    


    4. Loans
to borrowers who have the right to footer site or off-site residual due
diligence on the borrower's financial situation, financial status, loan funds,
repayment of loans, etc. After the inspection, the borrower is obliged to
actively cooperate with the lenders payment management, post-loan management and
related checks.

    


    5. Loans
to borrowers who have the right to advance capital to return the situation back
under the loan contract.

    


    Article
IX:  Retain or transfer agreement

     

    1, the
Borrower agrees, in connection with this Contract any borrowing related to the
debt due and payable, the lender the right to directly deduct the borrower in
the Shanghai Pudong Development Bank settlement accounts opened by the general
and / or capital returns account The funds used to pay off the debt due and
payable. General settlement account and / or capital returns of funds in the
account not sufficient to repay debt, lenders have the right to deduct the
borrower in the Shanghai Pudong Development Bank to open branches in any of the
other funds in the account.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2, unless
otherwise provided in the State have the right institutions, retain or transfer
the proceeds of the settlement of debt in order to meet the order should
first be used to pay off a borrower can not pay the cost, and then not pay for
the satisfaction of the interest due, Finally, for the satisfaction of the
principal amount due is not paid.

     

    3, retain
or transfer the proceeds with the settlement of the currency to be inconsistent,
according to the following manner;

    


    (1) If
the loan in RMB, then was released by the lender deduct the applicable amount of
the currency and deduct the purchase price of RMB are translated into RMB
settlement, the settlement of loan principal and interest.

    


    (2) If
the borrowing currency for non-RMB currency is RMB deduct, retain or transfer
directly by the lender for the loan currency was published and the offer price
of RMB convertible currency to purchase foreign exchange converted into loans,
the settlement of loans principal and interest.

    


    (3) If
the loan currency and deduct for the RMB and the currency are not inconsistent,
the first was published in accordance with the lender deduct the applicable
amount of the currency and deduct the purchase price of RMB are translated into
RMB settlement after then be released in accordance with the loan lender
currency and the selling price of RMB to purchase foreign exchange currency
converted into loans, the repayment of principal and interest loan.

    


    Article
X:  Claims Proof

    


    Lender's
business operations according to their usual practice, to maintain its
accounting books and the contract related to the operational activities involved
in the accounts to show lender loan amount. Borrower acknowledges that this
contract valid certificate to the borrower debt lender shall issue and record
their own business accounting documents shall prevail.

    


    Article
XI:  And service of notice

    1, sent
to the other party to the contract notice shall be sent to the address specified
in the contract signature page, until the other party notice in writing to
change the address up. Just click this address to send, it is deemed served on
the following dates: the case of letters, sent by registered according principal
place of business after the seventh (7) banking days; if it is served on a
special trip, for the recipients to sign date;

    If fax or
e-mail, fax or e-mail was the day. However, given or delivered to Lender all
notices, demands or other communications shall be effective when received by the
lender is deemed to have been delivered. And by fax or e-mail sent to the Lender
all notices, requests should be made subsequently to the original (with official
seal) to personally hand or mail to confirm the way the
lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

         2,
the Borrower agrees that any litigation filed its summons and notice, if sent to
the page specified in the contract signed by the principal business address,
shall be deemed to be served. Change the above address by giving notice of
non-lender, the lender does not take effect.

     

    Article  XII:  Force,
change and disarmament

    


       1,
the contract is signed by both borrowers and lenders both sealed by the legal
representative (responsible person) or his authorized agent after the entry into
force of the signature or seal, to take all of this right under the contract
after the termination of liquidation.

         2,
after the commencement of this contract, the contract either party may change or
terminate the contract early. If need to change the contract or contact, shall
be subject to mutual agreement of the contract, and reached a written
agreement.

     

    Article
XIII: And handling an event of default

    


        1,
an event of default

        One
of the following circumstances shall constitute the Borrower's default on
loans:

       (1)
the borrower in the contract of any representations and warranties or in any
contract made in accordance with the contract or notice, authorizations,
approvals, consents, certificates and other documents made without right or a
misleading, or has been proved to be incorrect or misleading, or prove to be
expired or revoked, or no legal effect.

           (2)
the borrower has violated the first part of this contract "other matters agreed
by the parties" (if any) or the second part of Article VIII of any contract
matters.

           (3)
major cross-borrower event of default, including but not limited to the borrower
any other violation of its loan contract signed, the agreement; or the borrower
not paid their due and payable and other loans, signed contracts, agreements
under debt.

           (4)
the borrower's investors withdrawing funds or transfer of assets or the
unauthorized transfer of shares.

           (5)
Guarantor has or will provide the borrower no longer has the appropriate
security capabilities, or in violation of its security documents
signed.

           (6)
the borrower ceased, production, suspended operations consolidation,
restructuring, liquidation, receivership or trusteeship, dissolution, revocation
or cancellation of business license or bankruptcy.

       (7)
the borrower or guarantor deteriorating financial position, operating at a
serious difficulty, or during their normal business, financial condition or
adversely affect the solvency of the events or circumstances.

       (8)
the Borrower or its controlling shareholders, actual controllers or their
associates involved in significant litigation, arbitration or significant assets
to be seized, seizure, freezing, enforcement or taken other measures to have the
same effect, or their legal representatives person / person in charge,
directors, supervisors or senior management involved in litigation, arbitration
or other enforcement measures have led to the solvency of the borrower adversely
affected.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      (9)
failure to use the loan agreement, or fails to use the agreed way of borrowing
funds.

      (10)
loan application documents submitted by false information, is
incorrect.

      (11)
does not meet or exceed the financial indicators related to contract
constraints.

      (12)
general settlement accounts / capital returns, the flow of capital account
abnormal.

      (13)
the borrower has other breach of contract sufficient to prevent the normal
performance of this contract acts, or other prejudice the legitimate interests
of the lender.

    


    Article  XIV:   Other
terms

    


      1,
define

        (1)
under the contract referred to "all claims" refers to the loan principal,
interest, liquidated damages and claims arising for the realization of the
various costs.

        (2)
under the contract term "interest", including interest, penalty interest,
compound interest.

        (3)
under the contract term "Banking Day" means the domicile of the loan lenders who
are usually open to the public business of business day, excluding Saturdays,
Sundays (open for business due to holidays, except adjustment) or other
statutory holidays.

        2,
the applicable law

       This
contract laws of the PRC (the date of this contract against Japan, in this does
not include Hong Kong and Macao Special Administrative Region and Taiwan, the
law), in accordance with its interpretation.

       3,
the dispute settlement

       All
disputes concerning this contract should be settled through friendly
negotiation; consultation fails, the lender should the domicile of the people's
court proceedings. During the dispute, the parties shall continue to fulfill the
terms are not involved in the dispute.

       4
Miscellaneous

    (1)
matters not need to supplement this contract, both parties can agree, and
recorded in the first part of this contract, written agreement can be reached,
as the nearby contract. The Appendix (see the first part of this contract) is an
integral part of this contract, and the body of this contract has the same legal
effect.

    (2) in
the life of the contract, the lender against borrower default or other acts of
any grace period or delay the action can not be damaged, affected or limited by
law or lender as a creditor of the contract, shall enjoy all the rights or
interests , nor as the lender of the borrower acts in violation of the contract
authorized, but not as a lender to give up on the borrower's existing or future
breach right to take action.

    (3)
invalidity of any provision of this contract does not affect the validity of
other provisions of this contract. This contract is invalid for whatever reason,
the borrower should bear the repayment of outstanding loan under this contract
were the responsibility of all debts. If that happens, the lender the right to
immediately terminate this contract. Immediately to the borrower may recover
under the contract, all the debts owed by the borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (4) The
Lender may transfer this contract in whole or in part under the right / or
obligations, and in this case, the assignee should have the borrower and / or
bear certain of its contract as the party that should be enjoyed the same rights
and / or obligations. Loans to borrowers who received a notice about the
transfer of claims, under this contract to the assignee liability.

    (5)
Unless otherwise specified in this contract, the contract terms and expressions
related to the annex of this contract has the same meaning.

    (6) The
title under this contract for convenience only read, not as the basis of the
content under the heading.

    


    (No text
below this page)

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (This is
the signature page, no text)

    


         This
contract is made with the lender following the borrower dated May 6th of 2010 signed on,
the borrower acknowledges that in signing this contract, all the terms of the
two sides have carried out a detailed explanation and discussion, both parties
to the contract There was no doubt that all the terms, the rights and
obligations and responsibilities of the parties to limit or waive the legal
meaning of the terms are accurate understanding.

     

    Borrower
(Official seal)

    Responsible
person or authorized agent (Official seal)

    


    Lender
(Official seal)

    Legal
representative or authorized agent (Official seal)