Financing Agreement Dated July 29, 2003



 Exhibit 10.2 
  
 150 years with you 

  
 [STANDARD CHARTERED LOGO] 
  

	 Date:
	  	29th July 2003
	 Our ref:
	  	C&I/LC/TEAM3/8KE

  
 CONFIDENTIAL 

 
 Catalina Asia Ltd. 
 6/F., Kenning Industrial Building, 
 19 Wang Hoi Road, 
 Kowloon Bay, 
 Kowloon. 
  

	Attn.:    Mr.	Daniel Chan, President/ 

 Mr. Nicholas Li,
Finance Controller 

  
 Dear Sirs, 
  
 BANKING FACILITIES: CATALINA ASIA LTD. 
  
 We are pleased to confirm that the Bank is willing to make available to your company (the “Company”) the following working capital facilities up to the amounts
indicated. 
  

	1.	CURRENT ACCOUNT OVERDRAFT - HKD5,000,000,- 

  

	2.	TRADE FINANCE GROUP ALL (Discrepant Credit Bills Negotiated - with recourse) - HKD30,000,000,- 

  

	3.	TRADE FINANCE GROUP 1 - HKD30,000,000.- 

  

	4.	TRADE FINANCE GROUP 2 - HKD15,000,000.- 

  

	5.	TRADE FINANCE GROUP 3 - HKD15,000,000.- 

  
 The above Trade Finance Groups All, 1, 2 and 3 are complementary and the combined outstandings are not to exceed HKD30,000,000.-. Similarly the combined outstandings of
Groups 2 and 3 are not to exceed HKD15,000,000.-. For product availability, please see the attachment to this letter. 
  










	 Catalina Asia Ltd. 
	 Page 2 [LOGO] 


  
 Prior evidence of insurance is required for all “free on board” and “cost and freight” shipments under imports letters of credit. 
  
 Combined usance and loan period of any one transaction is not to exceed 120 days. 

 
 Usance period of export facilities in not to exceed 120 days. 
  
 Negotiation of discrepant credit bills is financed on unsecured basis. 
  
 Export invoice discounting is allowed with 85% finance for up to 120 days against
presentation of the Company’s certified copies of invoices subject to the Bank’s prior approval on drawee. Bill of Lading or Airway Bill is required to be submitted to the Bank as supporting documents to invoice. 
  
 Packing credit is allowed with 70% advance against lodgement of valid export letters of
credit for up to 90 days or the expiry date of the related letters of credit, whichever is earlier. 
  
 The Company undertakes not to accept any amendments to the master letters of credit without the prior written consent of the Bank. 
  
 6.            GUARANTEE  FACILITY – HKD600,000. -

  
 For the issuance of bank guarantees against counter indemnities from the
Company to secure utility services. 
  

	INTEREST,  COMMISSIONS  AND  FEES	

  
 Unless otherwise specified, interest on all sums advanced will be payable monthly in arrears at Prime or HIBOR, whichever is higher. “Prime” means the rate which we announce or apply from time to time as our
prime rate for lending Hong Kong Dollars and “HIBOR” means the rate which we determine to be the Hong Kong Interbank Offered Rate for the relevant period. 







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 Catalina Asia Ltd. 
  
 Commissions will be charged at our standard rates unless otherwise stipulated. Credit bills negotiation (with recourse) for export bills will be discounted at our
standard bills finance rate minus 2% per annum for Hong Kong Dollar bills and at our standard bills finance rates minus 0.5% per annum for foreign currency bills. Other than the above, export bills will be discounted, import bills and packing credit
will be financed at our standard bills finance rates. Export invoice discounting will be charged at our standard bills finance rate minus 0.75% per annum for Hong Kong Dollar bills and at our standard bills finance rates for United States Dollar
Bills. 
  
 Letters of Credit Opening Commission
& 
 Commission in lieu of Exchange (import & export) 
 First
USD50,000.-                     1/4% 
 Balance                                       1/32% 
  
 A default rate of 8% per annum over Prime or HIBOR, whichever is higher, will apply to amounts not paid when due or in excess of agreed facility amounts. All past due
bills shall bear interest at 4% per annum above the rates charged on your regular bills outstanding. 
  
 You shall pay to the Bank an arrangement fee of HKD20,000. – payable on the date on which the Bank’s offer of the above facilities are accepted by you as signified by your counter-signing of this letter. The
arrangement fee is non-refundable in any event. A handling fee in an amount to be mutually agreed will be payable on each anniversary of the date of this letter if the facilities are continuing. The fees will be debited to your current account.

  
 Whether or not the documentation for the above facilities is executed or the
facilities are made available to you as contemplated following your acceptance of this letter, you shall forthwith on demand reimburse the Bank all out of pocket expenses (including but not limited to legal fees and disbursements) incurred by the
Bank in connection with the facilities including, without limitation, the negotiation, preparation, execution and/or enforcement of this letter and the documentation referred to below. 
  
 AVAILABILITY AND REPAYMENT 
  
 The above facilities are subject to periodic review by the Bank at its discretion, and it is expressly agreed that they will at all times be available at the sole
discretion of the Bank. Notwithstanding any other provisions contained in this letter or in any other document, the Bank will at all times have the right to require immediate payment and/or cash collateralisation of all or part of any sums actually
or contingently owing to it, and the right to immediately terminate or suspend, in whole or in part, the facilities and all further utilisation of the facilities. 







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 Catalina Asia Ltd. 
  
 ASSIGNMENT 
  
 The Company may not assign or transfer all or any of its rights, benefits or obligations under this letter (and any documentation or transactions to which this letter relates) without the Bank’s prior written
consent. 
  
 The Bank may at any time assign or transfer to any one or more banks
or other financial institutions all or any of its rights, benefits or obligations under this letter (and any documentation or transactions to which this letter relates) or change its lending office. 
  
 DOCUMENTATION 
  
 Before the above facilities may be used, the enclosed copy of this letter must be signed and returned to us together with a certified copy
of appropriate authorising board resolutions. 
  
 The following documentation are
held/will also be required: 
  

	•	General Customer Agreement executed by the Company. 

  

	•	Standby Letter of Credit of not less than USD525,000.- issued by SunTrust Bank in favour of the Bank. 

 (10% extra margin required for major foreign currencies. The Bank reserves the right to require a higher margin.) 
  

	•	Unlimited cross corporate guarantees between the Company and Go-Gro Industries Ltd. 

  

	•	Corporate guarantee by Catalina Lighting, Inc. limited to the principal amount of USD7,800,000.- plus interest and other charges for the account of the Company and Go-Gro Industries
Ltd. 

  

	•	A letter of Undertaking by Go-Gro Industries Ltd. that it will (I) limit the maximum outstanding trade receivables and current account to HKD150,000,000.- and limit the days
outstanding for any intercompany trade receivables and current account to less than 90 days. Intercompany receivables regarding direct sales to United States buyers are not included in the intercompany trade receivables provided that they are 100%
supported by export bills under letters of credit presented to the Bank for negotiation and/or for collection, (II) provide the Bank with statements showing a breakdown of loans to/from Catalina Lighting, Inc. and/or its subsidiaries and trade
receivables and current accounts with Catalina Lighting, Inc. and/or its subsidiaries within 3 months from statement date and (III) not declare any dividends without the prior written consent of the Bank. 








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 5
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 Catalina Asia Ltd.

  

	•  	Signed original copies of annual audited financial statements of the Company and Go-Gro Industries Ltd. within 9 months after their respective financial year end. A signed original
copy of annual audited financial statements of Catalina Lighting, Inc. within 6 months from statement date. Signed original copies of quarterly management accounts, quarterly stock and debtor list of Go-Gro Industries Ltd. within 3 months after the
end of the relevant accounting period. A signed original copy of quarterly financial statements of Catalina Lighting, Inc. within 3 months from statement date. Such other information as the Bank may request from time to time.


  
 UNDERTAKINGS 
  
 The Company undertakes to the Bank that it will: 
  

	•  	Maintain its net worth at not less that HKD120,000,000.- 

  

	•  	Not declare any dividends without the prior written consent of the Bank. 

  

	•  	Ensure at all times its payment obligations under this letter and the security documentation contemplated hereunder rank at least pari passu to that of its other lenders.


  

	•  	Immediately inform the Bank of any change of the Company’s directors or beneficial shareholders or amendment of its memorandum or articles of association.


  
 By acceptance of this letter the Company gives consent to the
Bank to disclose details of the Company’s account relationship with the Bank (including credit balances and any security given for the facilities) to all or any of the following persons (whether in or outside Hong Kong); (i) its Head Office and
any of its offices, branches, related companies or associates, (ii) any actual or proposed participant or sub-participant in, or assignee or novatee of the Bank’s rights in relation to the Company’s accounts, (iii) any agent, contractor or
third party service provider which provides services of any kind to the Bank in connection with the operation of its business, (iv) any financial institution with which the Company has or proposes to have dealings to enable credit checks to be
conducted on the Company, and (v) any person to whom the Bank is under an obligation to make disclosure under the requirements of any law binding on the Bank or any of its branches. 








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 Catalina Asia Ltd. 
  
 Please sign the enclosed copy of this letter and return it to the Bank’s Credit Operations at 11th Floor, Standard Chartered Tower, 388 Kwun Tong Road, Kwun Tong,
Kowloon, for the attention of the undersigned, within one month after the date of this letter. When accepted, this letter will supersede any previous facility letter which the Bank has issued to the Company. This letter will be governed by Hong Kong
SAR law. 
  
 We enclose a set of documents which should also be completed and
returned to the Bank at the above mentioned address. If you have any queries regarding the completion of the required documents, please contact the undersigned, whose telephone number is 2282-6396. With regard to queries on banking arrangements, you
can contact our Senior Relationship Manager Ms. Angela Leung, whose telephone number is 2821-1812. 
  
 We are pleased to be of service to you and take this opportunity to thank you for your custom. 
  
 Yours faithfully, 
 For and on behalf of STANDARD CHARTERED BANK 
  

	
	 /s/    Eros Hung

	

	 Eros Hung
 Senior Credit Documentation Manager


  
 EH/htc 
 Encl. 
  
 Agreed. 
 For and on behalf of CATALINA ASIA LTD. 
  

	
	 /s/    Daniel Chan

	









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 Catalina Asia Ltd. 
  
 Attachment Regarding Trade Finance Products 
  
 This attachment forms an integral part of our banking facility letter dated 29th July 2003. 
  
 You may use any product or aggregate of products in any one group up to the limit shown in the attached banking facility letter. 

 
 Trade Finance Group ALL 
  

	•	Discrepant Credit Bills Negotiated – with recourse 

  
 Trade Finance Group 1 
  

	•	Purchase of Documents against Payment Bills of Exchange secured by goods 

  

	•	Purchase of Documents against Acceptance Bills of Exchange with ECA/approved insurance cover 

  

	•	Back to Back Letters of Credit 

  

	•	Import Letters of Credit    – sight and usance 

     – secured by goods 
  

	•	Loan against import 

  
 Trade Finance Group 2 
  

	•	Purchase of Documents against Acceptance Bills of Exchange without ECA/approved insurance cover 

  

	•	Purchase of Documents against Payment Bills of Exchange not secured by goods 

  

	•	Quasi Back to Back Letters of Credit – not secured by goods 

  

	•	Import Letters of Credit    – sight and usance 

     – not secured by goods 
  

	•	Shipping Guarantees 

  
 Trade Finance Group 3 
  

	•	Pre-shipment Loan – i.e. Packing Credit 

  

	•	Acceptance of draft under Import Letters of Credit 

  

	•	Release of Documents against Acceptance of Trust Receipt 

  

	•	Loans against Trust Receipt 

  

	•	Post Import Loans 

  

	•	Export Invoice Discounting