Unassociated Document


    
      Exhibit
10.2

    

    
       

    

    
      Industrial
Bank Co. Ltd.

    

    
      Short
Term LOAN CONTRACT

       

    

    
      Loan
No.: Xi Da Road 2009 Loan 001

       

    

    
      
        	
                
                  Lender:

                  Address:

                  Post
      Code:

                  Tel:

                

              	
                Industrial Bank Co., Ltd.'s
      Xi'an branch

                No.
      258, Dong Xin Road, Xi’an

                710004

                029-87482988

              
	 	 
	Borrower: 

                
                  Mailing
      Address:

                  Post
      Code:

                

                
                  Tel:

                

              	

                Xi’an TCH Energy Technology
      Co., Ltd.

                No. 86,
      Gaoxin Road, Hi-Tch District, Xi’an City

                710075

                029-87651097

              
	 	 
	Signing
      City:   	Xi’an


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

    

    
      According
to applicable laws and regulations of the People's Republic of China (the
"PRC"), the Borrower and Lender, after reaching an agreement through
negotiation, hereby enter into this contract pursuant to Borrower's application
to Lender for a working capital loan (the "Loan")

    

    
      


    

    
      Article 1
Loan Amount

    

    
      


    

    
      Loan
Amount (full-form characters): Twenty million Yuan exactly.

    

    
      


    

    
      Article 2
Usage

    

    
      


    

    
      Loan
Usage: only for Working Capital Loan purpose

    

    
      


    

    
      Article 3
Loan Term

    

    
      


    

    
      3.1 Term:
12 months, from April 13, 2009 to April 12, 2010

    

    
       

      3.2 The
funds release date shall be as recorded in the Loan voucher. If the actual
release date is later than the starting date of the Loan, the ending date shall
be postponed accordingly.

    

    
      


    

    
      3.3 Loan
release Schedule

    

    
      


    

    
      On the
date of April 13, 2009, Lender shall transfer an amount of RMB 20 million in
full to Borrower’s account.

    

    
      


    

    
      3.4 If
Lender requires the Loan to be early terminated according to the prescription in
Article 9, the term shall be ended up to an earlier due date
correspondingly.

    

    
      


    

    
      Article 4
Interest Rate and Interest Calculation

    

    
      


    

    
      4.1 The
Loan is applied at a fixed interest rate of 5.31% per year

    

    
      


    

    
      4.2
Interests under this Loan shall be accrued quarterly, due on the 20th day of at
the end of each quarter within the Loan term and payable by Borrower to Lender
each quarter. All principal and outstanding interests shall be paid in full on
the ending date of the Loan term.

    

    
      


    

    
      Article 5
Penalty Interest and Compound Interest

    

    
      


    

    
      5.1 If
Borrower diverts the fund under this Loan contract to other purposes, or fails
in repayment of any due amounts on due dates, or fails in reaching an agreement
with Lender for extension of the Loan due to the overdue, Lender shall have the
right to charge Borrower for Penalty Interest by applying Penalty Interest Rate
prescribed hereinafter. For overdue interest, Lender has the right to charge
compound interest at Penalty Interest rate.

    

    
      


    

    
      5.2 Due
to Borrower’s overdue repayment and the failure in reaching an agreement on
extension of the Loan with Lender, the penalty interest rate shall be fixed at
1.5 times of the Loan’s interest rate under this contract.

    

    
      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

    

    
      5.3 Due
to Borrower’s misusing of the loan, the penalty interest rate shall be fixed at
2 times of the Loan’s interest rate under this contract.

    

    
      


    

    
      5.4
Compound interest shall be applied in calculation of interest of the Loan under
this contract.

    

    
      


    

    
      Article 6
Loan Repayment

    

    
      


    

    
      6.1
Borrower shall repay all the due in principal and interests under this Loan
contract in full on the due date.

    

    
      


    

    
      6.2
Borrower shall not pre-repay the principal and interest without a prior notice
to Lender and an approval from Lender. Lender shall have the right to collect
all the interests payable under the original Loan term.

    

    
      


    

    
      6.3
Borrower hereby irrevocably authorizes Lender to directly withdraw funds from
Borrower's deposit account for repayment of the principle and interests, in the
event of certain occurrences hereinafter prescribed under Article 9 and
10.

    

    
      


    

    
      Article 7
Security

    

    
      


    

    
      The
following contract shall serves as the Security Contract under this Loan
Contract:

    

    
      


    

    
      Serial
No: Industrial Bank Co. Ltd Xida Street Security Contract. 001-1#
2009

    

    
      Security
type: Guaranty Contract

    

    
      Guarantor:
Shanxi Zhongze Investment Company Limited

    

    
      


    

    
      Article 8
Declarations and Warranties

    

    
      


    

    
      Borrower
hereby declares to Lender

    

    
       

      1.
Borrower is a legally registered company established and existing under the laws
and has all the necessary rights, power and capability to enter into and perform
all the duties and obligations of this contract.

    

    


    
      2.
Borrower has full authorization from the Board to enter this loan contract and
this contract violates no laws, regulations, policies, by-laws and rules
applicable to Borrower. Borrower shall take full responsibility of its own if
the contract violates any internal policies or by-laws of
Borrower.

    

    
      


    

    
      3.
Excepted for the representations provided by Borrower in the application
documents, Borrower has no mortgage, pledge, lien and contingency liability on
its assets and incomes. Borrower has no outstanding litigation, arbitration and
bankruptcy.

    

    
      


    

    
      4.
Borrower does not hide from Lender any incidents, which may lead to Lender’s
disagreement on signing this contract, as below

    

    
      


    

    
      (1)
Borrower or its top management’s major violation and breach of laws or defaults
events,

    

    
      (2)
Outstanding litigation, or arbitration;

    

    
      (3) Other
debts or contingency liabilities or guaranty, pledge or mortgage for a third
party;

    

    
      (4)
Breach of obligations under other binding contracts,

    

    
      (5)
Anything having negative impacts on financial capability and
creditability

    

    
      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

    

    
      Borrower
hereby warrants to Lender to

    

    
      


    

    
      
        	
                (1)

              	
                provide
      real, accurate information, statement and
  documents;

              


      

    

    
      
        	
                (2)

              	
                open
      a settlement account with Lender and apply this account for daily
      settlement purposes,

              


      

    

    
      
        	
                (3)

              	
                apply
      the fund solely to the usage agreed in the contract, guarantee will not
      use the loan on capital equity type investment, will not use the loan to
      buy or sell stocks, futures, real estates; will not use the loan for
      inter-enterprise lending or other illegal activities prohibited by the
      state; neither use the loan for purposes other than agreed in this
      agreement.

              


      

    

    
      
        	
                (4)

              	
                cooperate
      with Lender on the supervision and inspection of the use of the funds
      borrowed under this Loan contract, as well as the operation, financial
      situation, inventory, assets and liability and
  cash.

              


      

    

    
      
        	
                (5)

              	
                provide
      sufficient guaranty for the
Loan,

              


      

    

    
      
        	
                (6)

              	
                maintain
      registered capital,

              


      

    

    
      
        	
                (7)

              	
                never
      transfer fully or partially the liability under the Loan to others
      without approval of Lender

              


      

    

    
      
        	
                (8)

              	
                have
      prior written consent from Lender regarding any changes in ownership or
      business restructures (including but not limited to Joint Venture, joint
      cooperative agreement; close, shut down, stop operation, change business,
      separation, merger, acquisition, re-organization and re-structure
      into stock holding company, using facility or equipment or fixed assets or
      trademark, patent, know-how, land use right intangible assets to acquire
      shares or invest, or use lease, sub-contract, trustee to conduct
      transactions of ownership or operation
rights.

              


      

    

    
      


    

    
      Article 9
Early Termination

    

    
      


    

    
      If
Borrower has the following incidents to occur during the Loan term, Lender shall
have the right to early terminate the Loan and to directly deduct the amount
equal to all the dues from any Borrower’s accounts

    

    
      


    

    
      (1)    No
payment on due interests,

    

    
      (2)    Major
economic loss of the operation or financial downturns of the
Company,

    

    
      (3)    Involved
or to be involved in litigations or arbitrations.

    

    
      (4)    Misrepresentation
and untruthful in disclosures,

    

    
      (5)    Misusing
the loan,

    

    
      (6)    Refusals
on supervision from Lender and failures in providing relevant business and
financial information

    

    
      (7)    Major
adverse changes in Borrower’s management,

    

    
      (8)    Any
other incidents having risks in safety of the loan.

    

    
      


    

    
      Article
10 Default Liability

    

    
      


    

    
      10.1 Any
of the following events shall be considered a default if

       

    

    
      (1)
Borrower is delinquent in its repayment of the principal or
interest;

    

    
      


    

    
      (2)
Borrower breaches any statement and warranties in Article
8.

    

    
      


    

    
      (3)
Borrower breaches any other Articles of this Agreement.

    

    
      


    

    
      
        	
                10.

              	
                2
      If any default occurs, Lender shall have the right to take one or more
      actions as following

              


      

    

    
      
        	
                 
      

              	
                (1)

              	
                Request
      to cure the default in a limited
time,.

              


      

    

    
      
        	
                 
      

              	
                (2)

              	
                Stop
      Borrower’s withdrawing fund,

              


      

    

    
      
        	
                 
      

              	
                (3)

              	
                Dismiss the Loan
      contract and require Borrower to repay all the due or undue balance
      of the principle and
interests,

              


      

    

    
      
        	
                 
      

              	
                (4)

              	
                Require
      Borrower to pay penalty interests on overdue
  balance.

              


      

    

    
      
        	
                 
      

              	
                (5)

              	
                Require
      Borrower to pay penalty interests on the misused Loan
    amount,

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                 
      

              	
                (6)

              	
                Require
      Borrower to pay compound interests on the unpaid
  interests,

              


      

    

    
      
        	
                 
      

              	
                (7)

              	
                Deduct due
      principle and interest amount directly from borrower’s any banking
      account, if the currency of the money in the account is other than RMB, it
      shall be converted at current exchange rate into RMB to pay for the due
      amount,

              


      

    

    
      
        	
                 
      

              	
                (8)

              	
                File
      lawsuits on Borrower and have Borrower to bear all the litigation
      expenses

              


      

    

    
      


    

    
      10.3
Lender shall cover all the losses suffered by Borrower if Lender fails in
release of fund on the date for the amount agreed under this contract and the
failure results in Borrower’s loss.

    

    
      


    

    
      10.4 If
the guarantor under this contract has any incident as following, Lender shall
have right to take any actions prescribed in Article 10.2,

    

    
      (1)  Breaches
in the guarantee contract, deterioration in financial position, or any matters
weakening its capability and credibility as a guarantor,

    

    
      (2)  Default
in mortgage contract,

    

    
      (3)  Default in
pledge contract.

    

    
      


    

    
      Article
11 Waiver of Rights and Perfrom Obligations

    

    
      


    

    
      11.1
Obligations of Borrower under this contract shall be separate and not subject to
any other matters or a third party’s relationship and influence, except for the
otherwise prescribed in the contract.

    

     

    11.2
Lender’s any tolerance, grace, favor, or delays in execution of any rights under
this contract shall not affect, damage or limit the lender’s enjoyment of all
the rights and interests under this contract and by applicable laws,
regulations, and should not be regarded as give-up of these rights and
interests, nor does it affect the Borrower’s obligations under this
contract.

    
      


    

    
      Article
12 Governance

    

    
      


    

    
      The
execution, effectiveness, interpretation, performance and dispute of this
contract are subject to Chinese law. Any dispute concerning this Loan Contract
is under the jurisdiction of the local people's court where Lender is
located.

    

    
      


    

    
      Article
13 Notice

    

    
      


    

    
      13.1
Under this contract, a notice shall be sent to the contact address listed on the
face of this contract by mail, phone, telex or other methods.

    

    
      


    

    
      13.2   A
party shall notify the other any new contact information immediately if there is
any change in its address.

    

    
      


    

    
      13.3 It
shall be regarded as being received by the other, if

    

    
      (1) A
party has sent out a register mail for 5 working days;

    

    
      (2) A
party has received a return confirmation in telex;

    

    
      (3) A
party has had the other party signed on the hand delivery

    

    
      


    

    
      13.4
Parties agree that parties seals for company, office, financial, contract, mail
room, loan are valid seals for notices. Borrower's department heads or up level
persons and other personnels are authorized person to receive the
notices.

    

    
      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

    

    
      Article
14 Validity

    

    
      


    

    
      This Loan
Contract shall become effective upon signature (or seal) by legal
representatives or authorized representatives of both
parties.

    

    
      


    

    
      The
contract will automatically lose its effect after the principle and interest are
paid back.

    

    
      


    

    
      Article
15 Writing

    

    
      


    

    
      This Loan
Contract has four originals, which are identical to each other, with each of the
parties holding one copy and one for notary. There are several duplicates for
future reference.

    

    
      


    

    
      Borrower
(Official Seal):  Xi’an TCH Energy Technology Co.
Ltd

    

    
      Signature:
Guohua Ku, Legal representative

    

    
      Date:
April 13, 2009.

    

    
      


    

    
      


    

    
      Lender
(Official Seal): Industrial Bank Co., Ltd Xi’an Branch Contact
Seal

    

    
      Signature:
Xiaodong Li

    

    Date:
April 13, 2009.