LOAN
AGREEMENT


      


      This Loan
Agreement (the “Agreement”) is entered into, between the EFT Biotech Holdings,
Inc. (“Lender”), located in City of Industry, CA, EFT Investment Co., LTD., a
wholly owned subsidiary of Lender (Subsidiary), located in Taipei, Taiwan and
Excalibur International Marine Corporation (“Borrower”) located in Taipei,
Taiwan.

      


      AUTHORITY
AND LOAN

      


      
        -Pursuant
to the Board’s resolution, Lender has approved Borrower’s loan dated May 13,
2009. Lender’s approval of Borrower’s loan under this Agreement are made on
reliance that borrower will pay back upon secure a loan from local banks in
Taiwan. By executing this Agreement the Borrower represents under penalty of
perjury are true and accurate in all respects.

      

      


      
        -Lender
agrees to loan (the “Loan”), dated May 13, 2009, to Borrower, via its
Subsidiary, the Lender’s wholly owned subsidiary, in the amount of US Six
Hundred Thousand Dollars (US$600,000), evidenced by a Promissory Note (the
“Promissory Note”) attached hereto as Exhibit A.

      

      


      PURPOSE

      


      The
Borrower agrees to expend all funds disbursed pursuant to this Agreement only for the
purposes of its business operation and in the amounts set forth in the
Borrower’s Budget. Any other use of funds disbursed hereunder shall require
prior written approval by Lender.

      


      LOAN
REPAYMENT AND INTEREST

      


      All Loan
funds disbursed hereunder, together with all interest payable thereon, shall be
repaid to Lender in accordance with the terms of the Promissory Note. The Loan
shall bear simple interest at the annual rate set forth in the attached
Promissory Note on the principal balance of Loan funds disbursed to the
Borrower. Payment of said interest shall be due at the end of the loan term, and
interest shall accrue from the time of disbursement of Loan funds to the
Borrower until receipt of full Loan repayment to Lender.

      


      EFFECTIVE
DATE OF AGREEMENT

      


      
        This
Agreement shall become effective on the date it is approved and executed by
Lender at City of industry, California (the “Effective
Date”).

      

      


      
        The
Borrower agrees to complete performance of its obligations within the time
periods required by Lender and any fully executed documents, if
applicable.

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

      


      PREPAYMENT

      


      Borrower
shall have the right to prepay all or any part of the outstanding balance of
this Loan at any time without penalty. Any partial prepayment will not excuse
any later scheduled payments until the Loan is paid in full. Prepayments shall
be applied first to the payment of any outstanding late fees, then to interest
and then to principal installments.

      


      PROMISSORY
NOTE

      


      In order
to evidence its debt to Lender hereunder, the Borrower agrees to,
contemporaneously with the execution of this Agreement, execute and deliver to
Lender the Promissory Note (attached as Exhibit A hereto).

      


      ACCOUNTS

      


      
        	
                 
      

              	
                A.

              	
                The
      Borrower agrees to establish on its books a separate account for this
      Loan. This account shall be maintained, and is subject to review and audit
      by Lender, as long as the Loan obligation remains
    unsatisfied.

              


      

      


      
        	
                 
      

              	
                B.

              	
                The
      Borrower further agrees to maintain records that accurately and fully show
      the date, amount, purpose, and payee of all expenditures drawn on said
      account for three (3) years after the date Lender determines this Loan is
      repaid in full.

              


      

      


      
        	
                 
      

              	
                C.

              	
                The
      Borrower further agrees to allow Lender, or its designated
      representatives, on written request, to have reasonable access to, and the
      right of inspection of, all books and records that pertain to the Loan
      account.

              


      

       

      DEFAULT

      


      The
Borrower’s failure to comply with any of the terms of the Agreement shall
constitute a breach of this Agreement and an Event of Default. In the event of
any default, Lender may, in its discretion, declare this Agreement to have been
breached and be released from any further performance hereunder. Events of
default are detailed in the Promissory Note and are incorporated herein by
reference.

      


      
        	
                 
      

              	
                A.

              	
                In
      the event of any default or breach of this Agreement by the Borrower,
      Lender, without limiting any of its other legal rights or remedies, may
      accelerate the Loan and declare any remaining unpaid principal balance,
      along with accrued interest and late fees, immediately due and payable, as
      provided in the Promissory Note evidencing this
  Loan.

              


      

      


      
        	
                 
      

              	
                B.

              	
                In
      the event of any default or breach of this Agreement by the Borrower,
      Lender shall have priority right above any secured or unsecured creditor
      to declare any remaining unpaid principal balance, along with accrued
      interest and late fees, immediately due and payable, as provided in the
      Promissory Note evidencing this
Loan.

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      GENERAL
TERMS

      


      
        	
                 
      

              	
                A.

              	
                Indemnification
      by Borrower

              


      

      


      
        	
                 
      

              	
                The
      Borrower agrees to indemnify, defend, and save harmless Lender and its
      officers, agents, and employees from any and all claims, losses, or costs
      (including reasonable attorney fees) arising out of, resulting from, or in
      any way connected with the Loan or this Agreement, or the financing or the
      operation of the business financed with the
  Loan.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Independent
      Capacity

              


      

      


      The
Borrower, and the agents and employees of Borrower, in the performance of this
Agreement, shall and do act in an independent capacity, and they acknowledge and
agree that they are not officers or employees or agents of the Lender and
accordingly they are not authorized to act, and may not act, in such
capacity.

      


      
        	
                 
      

              	
                D.

              	
                Assignment

              


      

      


      
        	
                 
      

              	
                Without
      the written consent of Lender, this Agreement is not assignable or
      transferable by Borrower either in whole or in part. Lender may assign its
      rights under this Agreement for security purposes, and in such event the
      assignee of this Agreement shall be
      entitled to enforce the provisions hereof and shall be a third party
      beneficiary of this Agreement.

              


      

      


      
        	
                 
      

              	
                E.

              	
                Amendment

              


      

      


      
        	
                 
      

              	
                No
      amendment or variation of the terms of this Agreement shall be valid
      unless made in writing and signed by the parties hereto, and no oral
      understanding or agreement not incorporated herein shall be binding on any
      of the parties hereto.

              


      

      


      
        	
                 
      

              	
                G.

              	
                Severability

              


      

      


      
        	
                 
      

              	
                In
      the event that any provision of this Agreement is unenforceable or held to
      be unenforceable, then the parties agree that all other provisions of this
      Agreement continue to have force and effect and shall not be affected
      thereby.

              


      

      


      
        	
                 
      

              	
                H.

              	
                Governing
      Law and Venue

              


      

      


      
        	
                 
      

              	
                This
      Agreement is governed by and shall be interpreted in accordance with the
      laws of the State of California. Venue shall be in Los Angeles County. In
      any contest arising under the Loan Documents, Lender and the Borrower
      agree to waive a trial by jury.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      
        	
                 
      

              	
                I.

              	
                Borrower
      Authorization

              


      

      


      
        	
                 
      

              	
                The
      Borrower certifies that it has full power and authority to enter into this
      Agreement and this Agreement has been duly authorized, executed and
      delivered by the Borrower. The Borrower acknowledges that the resolution
      of its governing body or other official
      action authorizing it to enter into this Agreement also authorizes
      such further acts as are necessary, including execution of the Promissory
      Note as well as Security Agreement, if any, to implement and further the
      intent of this Agreement.

              


      

      


      NOTICE

      


      Any
notice required to be given to Lender hereunder shall be sent to 929 Radecki
Ct., City of Industry, California 91748, attention Sharon Tang, CFO, or at such
other address as Lender may designate in writing to the Borrower. Any notice
required to be given to the Borrower hereunder shall be sent to the address
shown below the Borrower’s execution of this Agreement, or at such other address
as the Borrower shall designate in writing to Lender. Notice to either party may
be given using the following delivery methods: U.S. Mail, overnight mail, or
personal delivery, providing evidence of receipt, to the respective parties
identified in this Agreement. Delivery by fax or e-mail is not considered notice
for the purposes of this Agreement. Notice shall be effective when received,
unless otherwise stated in this Agreement.

      


      IN
WITNESS WHEREOF, this Loan Agreement has
been executed by the parties hereto.

      


      
        
          
            
              
                
                  
                    	Lender	 	Borrower	 
	 	 	 	 
	
                            /s/ Jack Qin

                          	 
      	
                            /s/ Jen-Ho Chiao

                          	 
	
                            Jack
      Qin

                          	 
      	
                            Jen-Ho
      Chiao,

                          	 
	
                            Executive
      Director

                          	 
      	
                            Chairman

                          	 


                  

                

              

            

          

        

      

       

      Subsidiary

      


      
        
          	
                  /s/ Jack Qin

                
	
                  Jack
      Qin

                
	
                  Director

                


        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      EXHIBIT A

      


      PROMISSORY
NOTE


      


      
        	
                1.

              	
                For
      value received, the undersigned, (hereinafter referred to as the
      “Borrower”), promises to pay to the order of the EFT Investment Co., LTD,
      a wholly owned subsidiary of EFT BioTech Holdings, Inc. (hereinafter
      referred to as  “Lender”), at its principal place of business at
      929 Radecki Court, City of Industry, California 91748, or at such other
      place as Lender may designate, the principal sum of US Six Hundred
      Thousand Dollars (US$ 600,000) or such lesser amount as shall equal the
      aggregate amount disbursed to the Borrower by Lender pursuant to the
      Agreement betwe en the Borrower and Lender, together with interest thereon
      at the rate of twelve and half (12.5%) percent per annum on the unpaid
      principal balance, computed from the date of each disbursement to the
      Borrower, until the Loan is repaid by the Borrower. Principal, together
      with interest thereon, is due and payable at the end of the loan terms,
      until said principal and interest shall be paid in
  full.

              


      

      


      
        	
                2.

              	
                The
      Borrower may prepay this Promissory Note in full or in part, without
      penalty. Any partial prepayment will not excuse any later scheduled
      payments until the Loan is paid in full. Prepayments shall be applied
      first to the payment of any outstanding late fees, then to interest and
      then to principal installments.

              


      

      


      
        	
                3.

              	
                On
      the occurrence of any event of default, as defined in paragraph 4 of this
      Promissory Note, Lender, at its sole election, may take any or all of the
      following actions:

              


      

      


      
        	
                 
      

              	
                A.

              	
                Declare
      all or any portion of the principal balance, along with accrued interest
      and late fees, under this Promissory Note to be immediately due and
      payable and may proceed to enforce this Promissory Note, upon the
      expiration of not less than thirty (30) days after the date written notice
      of Lender’s decision to accelerate is sent to Borrower. All amounts due
      after acceleration shall bear interest at the rate of ten percent (10%)
      per annum. Lender may exercise this option to accelerate during any
      default by Borrower regardless of any prior
  forbearance.

              


      

       

      
        	
                 
      

              	
                B.

              	
                Require
      Borrower to take any and all action necessary, as security for the loan,
      to provide the Vessel as collateral under duly executed security documents
      and agrees to be bound by the terms contained therein to Lender as the
      Secured Party.

              


      

       

      
        	
                 
      

              	
                C.

              	
                Exercise
      all of its rights and remedies enumerated herein, which rights are in
      addition to and not in limitation of any other rights Lender may have
      under the Agreement and applicable
law.

              


      

       

      
        	
                4.

              	
                Each
      of the following events and conditions shall constitute an event of
      default under this Promissory Note and the
  Agreements:

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	
                 
      

              	
                A.

              	
                Failure
      of the Borrower to repay any principal, accrued interest, and late fees,
      if applicable, when due under the terms of this Promissory
      Note.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Failure
      of the Borrower to comply with, and satisfy, all the terms, conditions,
      and obligations, required by the Loan Agreement as a condition for this
      Loan.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Termination
      of the Loan Agreement pursuant to the terms thereof or breach by the
      Borrower of any terms or conditions of said Loan
  Agreement.

              


      

      


      
        	
                 
      

              	
                D.

              	
                Failure
      of the Borrower to obtain and maintain insurance for the
      vessel.

              


      

      


      
        	
                 
      

              	
                E.

              	
                Occurrence
      of: (1) the Borrower becoming insolvent or bankrupt or being unable
      or admitting in writing its inability to pay its debts as they mature or
      making a general assignment for the benefit of or entering into any
      composition or arrangement with creditors; (2) proceedings for the
      appointment of a receiver, trustee, or liquidator of the assets of the
      Borrower or a substantial part thereof, being authorized or instituted by
      or against the Borrower; (3) proceedings under any bankruptcy,
      reorganization, readjustment of debt, insolvency, dissolution, liquidation
      or other similar law, or any jurisdiction being authorized or instituted
      against the Borrower; or (4) the Borrower ceases operations, is dissolved,
      or terminates its existence.

              


      

       

      
        	
                 
      

              	
                F.

              	
                Discovery
      of any false or misleading statement, warranty, representation, or fact,
      whether or not contained in any other Loan Documents, that when made or
      furnished to the Lender by or on behalf of the Borrower was relied upon
      by  Lender and induced it to extend the Loan to
      Borrower.

              


      

      


      
        	
                5.

              	
                No
      delay or failure of Lender in the exercise of any right or remedy
      hereunder or under any other agreement which secures or is related hereto
      shall affect any such right or remedy, and no single or partial exercise
      of any such right or remedy shall preclude any further exercise thereof,
      and no action taken or omitted by Lender shall be deemed a waiver of any
      such right or remedy.

              


      

      


      
        	
                6.

              	
                Any
      notice required to be given to the Borrower hereunder shall be sent to the
      address shown on the Loan Agreement, or at such other address as the
      Borrower shall designate in writing to Lender. Notice to either party may
      be given using the following delivery methods: U.S. Mail, overnight mail,
      or personal delivery, providing evidence of receipt, to the respective
      parties identified in this Agreement. Delivery by fax or e-mail is not
      considered notice for the purposes of this Promissory
  Note.

              


      

      


      
        	
                7.

              	
                Borrower
      agrees to pay all costs and expenses, including reasonable attorney fees,
      which may be incurred by Lender in the enforcement and defense of the Loan
      Agreement, including such costs and expenses incurred in any
      appeal.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	
                8.

              	
                This
      Promissory Note shall be binding upon the Borrower and its permitted
      successors and assigns and upon Lender and its permitted successors and
      assigns. Without the written consent of Lender, this Promissory Note is
      not assignable or transferable by Borrower either in whole or in part.
      Lender may assign its rights under this Promissory Note for security
      purposes, and in such event the assignee of this Promissory Note shall be entitled to enforce the
      provisions hereof and shall be a third party beneficiary of this
      Promissory Note.

              


      

      


      
        	
                9.

              	
                This
      Promissory Note shall be construed and enforced in accordance with the
      laws of the State of California.

              


      

      


      
        
          
            
              	
                      Excalibur International Marine Corporation

                    
	
                      Borrower

                    
	 
      
	
                      Jen-Ho Chiao

                    
	
                      Name of Authorized Representative

                    
	 
      
	
                      /s/ Jen-Ho Chiao

                    
	
                      Authorized
      Signature

                    
	 
      
	
                      Chairman

                    
	
                      Title

                    
	 
      
	
                      May 13, 2009

                    
	
                      Date

                    


            

          

        

      


      
        
           


        

        
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