Loan
Agreement

    


    Party A
(Borrower): Shanxi Putai Resources Limited Co.

    


    Party B
(Lender): Ming Zhao

    


    To
cooperate with each other, promote the development of both parties, realize
mutual benefits and clarify rights and obligations of each party, the parties
hereby enter into this Loan Agreement in accordance with laws of the People’s
Republic of China on the basis of honesty, good faith and mutual interest
through amicable negotiations in connection with the actual situation at both
parties, who intend to be legally bound by this Agreement.

    


    Article
One. Amount, interest rate, term and use of the loan are as
follows:

    Amount
(in word): RMB two hundred forty million Yuan only

    Rate of
interest: 6% per annum.

    Term: one
year and a half, from May 7, 2010 to Nov. 6, 2011

    Use: the
loan will be used for operation and strategic development of Party A and
subsidiaries controlled by Party A.

    


    Article Two.  After this
Agreement comes into force, Party B shall deposit the principal amount of
the loan into a bank account designated by Party A within three business
days.

    


    Article Three. Party A shall pay off
all the principal and interest within the time limit set forth
herein.

    


    Article Four.  Interest on the
loan shall start to accrue from the day Party B
deposit the loan amount into Party A’s account. The interest shall be
paid quarterly. In case the interest rate of Bank of China is adjusted
significantly within the term of this Agreement that makes it necessary to
adjust the interest rate under this Agreement, Party B shall negotiate with
Party A to adjust the interest rate and enter into a supplementary
agreement to set forth the adjusted interest rate.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article five. Within the term of this
Agreement, Party B has the right to check the use of the loan and Party A shall
provide Party B with information and materials as required.

    


    Article Six.  Alteration and
revocation of this Agreement

    
      	
              I.  

            	
              After
      this Agreement takes effect, either party shall not unilaterally alter or
      revoke this Agreement.

            
	 	 


    

    
      	
              II.  

            	
              If Party
      A needs to extend or shorten the loan term, it shall apply for such
      extension or reduction with Party B at least 30 days in advance. With
      the consent of Party B, parties shall sign an agreement with respect
      to the postponed or advanced repayment.

            
	 	 


    

    
      	
              III.  

            	
              If
      either party needs to alter other clauses herein, it shall notify the
      other party in writing and enter into an agreement in writing through
      amicable negotiations.

            
	 	 


    

    
      	
              IV.  

            	
              If
      either party needs to revoke this Agreement, it shall notify the
      other party in writing and enter into an agreement in writing concerning
      arrangements after the revocation. Upon the entry into of an
      agreement to revoke this Agreement, Party A shall repay
      the principal and interest of loan to Party
  B.

            


    

    


    Article Seven. Liabilities for breach of
this Agreement:

    
      	
              I.  

            	
              If
      Party A fails to use the loan as specified herein, Party B has the right
      to recover the loan and charge an additional interest at a rate
      of 5% on the amount of the loan that is used in violation of
      this Agreement.

            
	 	 


    

    
      	
              II.  

            	
              If
      Party A fails to repay principal or interest of the loan on time in
      accordance with this Agreement without signing an extension agreement, or
      if Party A fails repay the loan on the postponed repayment day, Party
      B has the right to set a deadline for the overdue loan or take action to
      recover the overdue loan. In addition, Party B is entitled to an
      additional interest at a rate of 5% on the overdue
      loan.

            
	 	 


    

    
      	
              III.  

            	
              After
      Party B adjusts the interest rate for the loan under this
      Agreement pursuant to Article Four herein, if Party A fails to pay
      the interest according to the adjusted interest rate, Party B has the
      right to recover the loan.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
Article Eight.  Method of settling
disputes:

    Both
parties can settle disputes arising from the performance of this Agreement
through amicable negotiations or coordination. Should negotiation or
coordination fail, they can file a lawsuit to the People’s Court at the place
where this Agreement is signed. Alternatively, they may apply for arbitration to
Taiyuan Arbitration Committee.

    


    Article Nine.  The matters that are not
specifically covered herein shall be implemented in accordance with national
laws, regulations and financial rules.

    


    Article Ten.  This Agreement comes
into force after both parties sign and affix seals. It is made in two copies and
each party keeps one copy. Each copy is of the same legal force.

    


    Party A
(Signature and Seal): /s/ Shanxi Putai Resources Limited Co.

    Date: May
7, 2010

    


    Party B
(Signature): /s/ Ming Zhao

    Date: May
7, 2010

    


    This
Agreement was executed at No.426 Xuefu Street, Taiyuan, Shanxi Province,
China