Exhibit
      10.9

    


    Contract
      of Land and Estate Mortgage

    


    Whereas
      Shenzhen Branch of DBS Bank (the contact information is listed in Exhibit C)
      agrees to provide the borrower listed in Exhibit B with Credit Letter listed
      in
      Exhibit A and the borrower agrees to mortgage items listed in Exhibit D after
      negotiating with the bank:

    


    
      	1.	
              Mortgage
                assurance

            


    

    


    
      	 	
              (1)

            	
              the
                borrower agrees to assure with guaranty to the bank for debts without
                any
                condition.

            


    

    
      	 	
              (2)

            	
              scope
                of mortgage assurance includes corpus, interests, punished interest,
                breach punishment, compensation for the loss, expenses, cost, fee
                for
                lawsuit, lawyer and other items.

            


    

    


    
      	2.	
              Warrant
                of rights

            


    

    


    
      	 	
              (1)

            	
              the
                borrower has promised to hand in the following documents to the bank
                when
                signing the contract and each document is up to the requirement of
                the
                bank:

            


    

    


    
      	 	
              A.

            	
              if
                the borrower mortgages its ownership of the land, the borrower should
                hand
                in the copy of warrant of rights in solely using the land and other
                required documents to the bank, not restricted
                to:

            


    

    


    
      	 	
              (a)

            	
              certificate
                of use of state-owned land

            


    

    
      	 	
              (b)

            	
              contract
                of transfer or purchase the right of using state-owned
                land

            


    

    
      	 	
              (c)

            	
              warrant
                of the payment of purchase of state-owned
                land

            


    

    
      	 	
              (d)

            	
              land
                valuation report by qualified land
                intermediary

            


    

     

    
      	 	
              B.

            	
              if
                the borrower mortgages its buildings or houses registered, the borrower
                should hand in the copy of warrant of rights in solely using it and
                other
                required documents to the bank, not restricted to:
                

            


    

    


    
      	
            	(a)	
              certificate
                of use of state-owned land, certificate of ownership of the house,
                certificate of real estate

            


    

    
      	
            	(b)	
              warrant
                of contract and payment of purchase the building or
                houses

            


    

    
      	
            	(c)	
              leasing
                contract of the building or the
                house

            


    

    
      	
            	(d)	
              receipt
                of insurance or payment of the building or the
                house

            


    

    
      	
            	(e)	
              estate
                valuation report by qualified estate
                intermediary

            


    

     

    
      	 	
              (2)

            	
              the
                bank has the right to ask the borrower to hand in supplementary documents
                or information related to mortgage.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	3.	
              Value
                of mortgage and its ownership

            


    

    


    
      	 	
              (1)

            	
              the
                value of mortgage that both parties agree on the day the letter is
                signed
                is listed in Exhibit D

            


    

    
      	 	
              (2)

            	
              the
                borrower has the ownership of the mortgaged before the bank acts
                according
                to the item 7. the bank has the right to have the ownership of the
                mortgaged at any situation.

            


    

    
      	 	
              (3)

            	
              The
                borrower has the responsibility of the mortgaged unless the hypothec
                is
                under the name of the bank.

            


    

    


    
      	4.	
              Declaration:

            


    

    


    The
      borrower declares:

    


    
      	 	
              (1)

            	
              the
                borrower is legally built and legally exists, so it has the complete
                civil
                action capability. It has the right to sign and carry out the
                contract.

            


    

    
      	 	
              (2)

            	
              The
                borrower is willingly to sign the contract. The responsibility of
                the
                borrower is legal, effective, and can be forced to
                obey.

            


    

    
      	 	
              (3)

            	
              The
                borrower has the only legal ownership of the right of use of state-owned
                land or the other mortgaged.

            


    

    
      	 	
              (4)

            	
              The
                information of the mortgaged listed in Exhibit D is true, accurate
                and
                complete

            


    

    
      	 	
              (5)

            	
              The
                ownership of the mortgaged is clear and the mortgaged can be mortgaged
                according to the law.

            


    

    
      	 	
              (6)

            	
              The
                borrower has the right to mortgage the guaranty to the
                bank.

            


    

    
      	 	
              (7)

            	
              the
                warrant of mortgage is legal and effective in the set in the contract.
                The
                bank is the number 1 person of the hypothec and has the preference
                to have
                the mortgaged.

            


    

    
      	 	
              (8)

            	
              the
                right and the responsibility of the borrower in the contract will
                not
                violate other laws

            


    

    
      	 	
              (9)

            	
              all
                the maturity tax of the mortgaged is
                cleared

            


    

    
      	 	
              (10)

            	
              the
                borrower did not sell, lease or dispose the mortgaged unless approved
                by
                the bank in written forms.

            


    

    
      	 	
              (11)

            	
              the
                borrower has the only ownership of the mortgaged unless approved
                by the
                bank in written forms.

            


    

    
      	 	
              (12)

            	
              All
                the information and documents handed in are
                accurate

            


    

    
      	 	
              (13)

            	
              the
                borrower legally use the right of use of the mortgaged
                land.

            


    

    
      	 	
              (14)

            	
              the
                mortgaged building or house are not enrolled into the scope of
                impressments or break

            


    

    
      	 	
              (15)

            	
              all
                declaration listed in item 4 is true and accurate within the validity
                of
                the contract

            


    

     

    
      	5.	
              Promise

            


    

     

    The
      borrower promises:

    


    
      	 	
              (1)

            	
              the
                borrower will keep the mortgaged in a satisfying state (except natural
                loss)

            


    

    
      	 	
              (2)

            	
              the
                borrower will immediately inform the bank of the matter that may
                change
                its lawful status.

            


    

    
      	 	
              (3)

            	
              the
                borrower will acquire and keep all the legally acquired items and
                obey all
                the items to make sure that it can sign and carry out the contract,
                and to
                ensure the effective of the
                contract.

            


    

    
      	 	
              (4)

            	
              the
                borrower will constantly sign all the documents the bank asks it
                to sign
                to ensure the right of the bank to have the ownership of the
                mortgaged.

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (5)

            	
              the
                borrower will immediately inform the bank of any accidents that may
                have
                bad effect on the bank.

            


    

    
      	
            	(6)	
              the
                borrower cannot do the following without the approval of the bank
                in
                written forms:

            


    

    
      	
            	(7)	
              the
                borrower cannot sell or lease or dispose of the
                mortgaged

            


    

    
      	
            	(8)	
              the
                borrower cannot have the hypothec set on the mortgaged except for
                the
                mortgaged in the contract.

            


    

    
      	
            	(9)	
              any
                action that may let the right of the bank on the mortgaged reduced
                is not
                allowed.

            


    

    
      	
            	(10)	
              the
                borrower must pay all taxes and expenses related to the
                mortgaged

            


    

    
      	
            	(11)	
              the
                borrower must inform us of any notice, order or suggestions given
                by any
                state departments about the mortgaged within 14 days upon receiving.
                The
                borrower should obey what is required by the state department or
                put
                forward counterview required by our
                bank.

            


    

    
      	
            	(12)	
              the
                borrower should allow the bank or its authorized representative to
                enter
                into the mortgaged after inform the borrower in
                advance.

            


    

    
      	
            	(13)	
              the
                borrower must ensure the value of the mortgaged is not effected by
                it. If
                the action of the borrower has the value reduced, the bank has the
                right
                to ask the borrower stop its action. The bank has the right to ask
                the
                borrower recover the original value of the mortgaged or offer the
                surety
                of the balance. Once knowing the requirement of the bank, the borrower
                must do what is required.

            


    

    
      	
            	(14)	
              the
                borrower has no right to change the nature of the use of the mortgaged
                without the approval of the bank in written
                forms.

            




    
      	6.	
              Insurance

            


    

     

    
      	
            	(1)	
              the
                borrower must buy insurance for the mortgaged in case of any loss
                of the
                value of the mortgaged. The period of the insurance should not be
                less
                than the implementation period. The number one beneficiary should
                be the
                bank and it should be stipulated on the insurance policy that the
                insurance agent must inform the bank of any change or cancel of the
                insurance 30 days in advance in written forms. Insurance items on
                insurance agent, insurance category, risk, insurance period, insurance
                scope, etc must be approved by the bank in written forms and the
                borrower
                should be responsible for all the expense.


            


    

    
      	
            	(2)	
              The
                borrower must ensure that the bank has the preference for secure
                compensation. The borrower must authorize the bank to have the right
                to
                ask for compensation. The borrower must pay for all premiums to keep
                the
                validity of the insurance and hand in receipt of the payment to the
                bank.

            


    

    
      	
            	(3)	
              All
                compensation on the mortgaged should be directly given to the bank.
                If the
                insurance agent gives the compensation to the borrower, the borrower
                must
                immediately hand it to the bank.

            


    

    
      	
            	(4)	
              the
                borrower should hand in all documents or information of the insurance
                on
                the mortgaged to the bank as
                required.

            


    

    
      	
            	(5)	
              the
                borrower must inform the bank of any matters that may lead the insurance
                agent to compensate and the borrower cannot deal with
                compensation.

            


    

    
      	
            	(6)	
              the
                borrower has no right to change or cancel the insurance of the mortgaged.
                Any action that may have the risk reduced or nil is not
                allowed.

            


    

    
      	
            	(7)	
              the
                bank has the right to insure for the borrower if the borrower has
                not
                insured according to the provision of item 6 in the contract. The
                borrower
                must pay what the bank has spent on the insurance. (the bank has
                the right
                to ask the borrower to pay interest of some
                expenses.)

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	7.	
              The
                Right of the Bank

            


    

    


    
      	
            	
              (1)

            	
              the
                bank has the right to dispose of the mortgaged according to the law
                to
                realize the hypothec set in the contract if the following
                happens:

            


    

    


    
      	 	
              A.

            	
              the
                borrower has not made an extended agreement with the bank when the
                implementation period is overdue and the debt is not
                cleared.

            


    

    
      	 	
              B.

            	
              the
                borrower is declared bankrupted or dismissed according to the
                law

            


    

    
      	 	
              C.

            	
              the
                borrower violates the credit letter, the contract other contract
                related
                to the loan or any items of the
                agreement.

            


    

     

    
      	
            	
              (2)

            	
              hence,
                the bank has the right to exert the right put by the law, regulation,
                and
                the contract, including but not restricted to the following
                right:

            


    

    


    
      	 	
              A.

            	
              to
                negotiate with the borrower to covert, auction or sell the mortgaged
                to
                get the pay. If it cannot be negotiated, it can be suited to the
                Court of
                People.

            


    

    
      	 	
              B.

            	
              to
                own the mortgaged and exert the right on the mortgaged. The bank
                can quit
                the ownership of the mortgaged and have the ownership of the mortgaged
                in
                the future.

            


    

    
      	 	
              C.

            	
              to
                maintain, change, improve or develop the mortgaged in its appropriate
                ways
                and to insure for the mortgaged or clear all the
                debts

            


    

    
      	 	
              D.

            	
              to
                transact all process related to the mortgaged such as approval, register,
                or nortarization, etc.

            


    

    
      	 	
              E.

            	
              to
                give account, dispute, inquiry, or requirement related to the mortgaged
                at
                any time with any person to deal with, mediate, or ask for arbitration,
                compromise and arrangement.

            


    

    
      	
            	F.	
              to
                ask for, suit, force, argue, compromise or abandon all seek, mediation
                or
                lawsuit related to the mortgaged under the advantage
                

            


    

    


    
      	
            	
              (3)

            	
              the
                bank will deal with the sum of money on disposal of the mortgaged
                in the
                following orders:

            


    

     

    
      	
            	A.	
              all
                expenses, cost and debts on dealing with the
                mortgaged

            


    

    
      	 	
              B.

            	
              taxes
                on the mortgaged

            


    

    
      	 	
              C.

            	
              the
                debts of the set of hypothec preferred above the contract according
                to the
                law and regulation

            


    

    
      	 	
              D.

            	
              the
                debts the borrower owed to the bank

            


    

    
      	 	
              E.

            	
              the
                remains to the borrower and other
                obligee

            


    

    


    
      	8.	
              A
                Power of Attorney

            


    

    


    
      	
            	(1)	
              the
                borrower irrepealably appoint the bank and the authorized employee
                as its
                agent to sign documents or act in the name of the borrower so as
                to ensure
                the right of bank in the contract. The bank has the right to transfer
                the
                power of attorney.

            


    

    
      	
            	(2)	
              acts
                made according to 8(1) by the bank, the authorized employee or agent
                are
                done in the name of the borrower, so the result is shoulder by the
                borrower.

            


    

    
      	
            	(3)	
              the
                borrower must admit and confirm acts made according to 8(1) by the
                bank,
                the authorized employee or the
                agent.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	9.	
              Debts
                Cannot be Commuted

            


    

    


    
      	
            	
              (1)

            	
              once
                the bank learned after signing the contract the situation that the
                subsequent right or any right may had a bad effect on taking the
                right of
                the mortgaged, the sum of money paid after can be used not to commute
                the
                debt.

            


    

    
      	
            	
              (2)

            	
              the
                bank has the right to not to use the sum of money received according
                to
                the contract to pay back the debt.

            


    

    


    
      	10.	
              Currency

            


    

     

    
      	
            	
              (1)

            	
              the
                borrower should use the currency for the debt listed in the credit
                letter
                or other currency approved by the bank to shoulder its responsibility
                in
                the contract

            


    

    
      	
            	(2)
              	
              Any
                fund the bank is received from the loaner is different with currency
                in
                the 10(1) term, the bank has the right to change the above fund into
                currency, and the loaner should complement the rest. Anyway, loaner
                should
                pay a11 the fees arise from the
                exchange.

            


    

    
      	
            	
              (3)

            	
              The
                responsibility under 10th
                item is isolated, add on the loaner. This responsibility could submit
                to
                court or put teeth in as an isolated
                request.

            


    

    


    
      	11.	
              Fee

            


    

    


    
      	
            	
              1.

            	
              The
                loaner agree to pay all the fees arise from this agreement and any
                delay
                amercement, including value added tax, stamp tax, register fee,
                notarization fee and other fee and
                tax.

            


    

    
      	
            	
              2.

            	
              In
                the condition that the loaner disobey the 11(1) term, in accordance
                with
                the bank’s request, the loaner should pay all the related fee immediately,
                and the interest is made by the
                bank.

            


    

    


    
      	12.	
              Salvo
                of Right

            


    

    


    
      	
            	
              (1)

            	
              The
                loaner’s responsibilities will not decrease or release because
                of:

            


    

    
      	 	
              1)

            	
              Grant
                letter is inefficiency or un-legal or unable to implement, this term
                is
                explained by 1st
                term of 5th
                item of 1st
                sector in “PRC Assure Law”, which is effectively in Oct 1st,
                1995

            


    

    
      	 	
              2)

            	
              Any
                modify, supplement, delete of the grant letter, this term is explained
                by
                2-3-24 term of “PRC Assure Law”.

            


    

    
      	 	
              3)

            	
              Any
                postpone favorable policy or release that bank deliver to
                anybody.

            


    

    
      	 	
              4)

            	
              The
                bank makes any compromise agreement with anybody, or abandon and
                change
                any right to anybody.

            


    

    
      	 	
              5)

            	
              Anybody
                change any legally position, including share equity transfer, bankruptcy,
                liquidation, merge, acquisition, recombine, death, and other behavior
                limit and so on, and any business scale changing,
                and

            


    

    
      	 	
              6)

            	
              Anybody
                make any assurance, mortgage, impawn or other assure to any
                liabilities.

            


    

    
      	
            	(2)	
              the
                bank has the right to exchange currency received from the borrower
                that is
                different form the currency listed in 10(1) into the appointed currency
                and the borrower should make up for the balance. The borrower should
                pay
                for all expense on the exchange of the
                currency.

            


    

    
      	
            	(3)	
              the
                bank has no responsibility to suit or put mediation on other parties
                before exerting the right of the contract or exerting hypothec set
                in the
                contract related to the debts.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	13	
              Durative
                of the mortgage

            


    

    


    the
      mortgaged set in the contract and the responsibility of the borrower stated
      in
      the contract are durative except that the bank releases the contract according
      to the provision of item 20.

    


    
      	14	
              Independence
                of the mortgage

            


    

    


    
      	
            	
              (1)

            	
              the
                mortgage in the contract is independent, and its effectiveness is
                not
                influenced.

            


    

    
      	
            	
              (2)

            	
              Any
                right of the bank is not influenced by the
                contract.

            


    

    


    
      	15	
              Remedy
                or Abandon

            


    

    


    
      	 	
              (1)

            	
              if
                the bank does not exert or delay to exert the right stated in the
                contract, the right of the bank stated in the contract is not
                influenced.

            


    

    
      	 	
              (2)

            	
              The
                contract has no effect on any right given by the law or regulation
                to the
                bank

            


    

     

    
      	16	
              Divide
                of Items

            


    

    


    If
      any
      item in the contract is illegal or ineffective in certain situation, the remains
      are not influenced.

    


    
      	17	
              Absolution
                of Responsibility

            


    

    


    
      	 	
              (1)

            	
              the
                decision made by the bank is the final one and has sanction on the
                borrower. Any certificate signed by director, employee of the bank
                or
                authorized representative except for distinguished mistakes has sanction
                on the borrower.

            


    

    
      	
            	(2)	
              the
                bank, the authorized, or the agent has no responsibility on the loss
                or
                damage of the mortgaged to the borrower or other people during the
                process
                of the realization of the hypothec except that it is done
                intentionally.

            


    

    


    
      	18.	
              Notice

            


    

     

    
      	
            	
              (1)

            	
              notice
                or other messages related to the contract must be in written forms,
                sent
                through telecommunication, fax or
                letters

            


    

    
      	
            	
              (2)

            	
              all
                the abovementioned documents or messages should be sent to the address
                listed in Exhibit B or Exhibit C or the address given 15 days in
                advance.
                If the receiver is the borrower, it should be send to the borrower’s work
                office or the latest address the bank has learned. No matter when
                the
                borrower sends the notice only after the bank receives it, can it
                be
                effective.

            


    

    


    
      	19.	
              Transfer

            


    

    


    
      	
            	
              (1)

            	
              the
                borrower, the bank and the heirs of each party are regulated by the
                contract

            


    

    
      	
            	
              (2)

            	
              the
                borrower has no right to transfer any right or obligation of the
                contract
                to others

            


    

    
      	
            	
              (3)

            	
              the
                bank has the right to transfer the right and the obligation of the
                contract to others without the approval of the
                borrower

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	20.	
              Cancel

            


    

     

    Once
      the
      borrower clears its debts according to the provision the contract, the bank
      should assists the borrower to deal with the process for canceling the contract,
      but all expenses should go to the borrower. In the mean time the bank should
      return the documents or information related to the mortgaged to the
      borrower.

    


    
      	21	
              Applied
                Law

            


    

    


    The
      contract is applied to the law of P.R.C

     

    
      	22.	
              Jurisdiction

            


    

     

    
      	
            	
              (1)

            	
              both
                parties agree to be regulated by The Court of China of the dispute
                on the
                contract. The borrower promises not to counter with the jurisdiction
                of
                The Court of China.

            


    

    
      	
            	
              (2)

            	
              the
                bank is not restricted to the above stated provisions. The bank has
                the
                right to suit in other courts and the bank can do it at any time
                and any
                place to a court or many courts.

            


    

    
      	
            	
              (3)

            	
              the
                lawsuit of the contract is dealt with by the local court where the
                bank
                locates. If the mortgaged is located in other place, the bank can
                choose
                to suit in either the local court where the bank locates or the court
                where the mortgaged locates. Whatever the choice of the bank, the
                borrower
                must agree.

            


    

    
      	
            	
              (4)

            	
              The
                borrower agreed to quit the immunity within the permission of the
                law

            


    

    


    
      	23	
              Information
                Policies

            


    

    


    The
      borrower agrees to let the bank give out information to customers about the
      borrower. The borrower agrees to be regulated by the information policy,
      especially:

     

    
      	
            	(a)	
              our
                bank can ask other organizations or people to check or provide or
                collect
                related information about the
                borrower.

            


    

    
      	
            	(b)	
              our
                bank has the right to transfer the information to other places beyond
                Shenzhen including Hongkong and
                Singapore

            


    

    
      	
            	(c)	
              our
                bank has the right to make a contrast between information acquired
                and
                information of the borrower to act according to the result of the
                contrast
                including actions that may have bad effect on the
                borrower.

            


    

    
       

      The borrower
        has agreed to be regulated by such information policy and the information
        policy
        and notice become part of the agreement

    

    


    
      	24	
              Information
                Release

            


    

    


    The
      bank
      has the right to inform the other party of the information on the borrower,
      the
      mortgaged on the basis of secrecy under the condition that it has no effect
      on
      item 23. The bank has the right to inform state or supervising department of
      the
      information according to law of P.R.C.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	25	
              Notarization

            


    

    


    After
      signing the contract, both parties should apply for the written notarial
      creditor’s right in the notarial office where the bank locates. The bank can ask
      the local court then to force the borrower to do what is required without notice
      in advance if the borrower does not carry out its responsibility. 

    


    
      	26	
              Effective

            


    

    


    
      	 	
              (1)

            	
              the
                borrower should make a register of the mortgaged according to the
                provision of item 41 of the second section of the chapter 3 of the
                law of
                surety. The contract takes effect once it is registered. If the contract
                according to provisions must be approved by certain departments then
                it
                takes effect after the approval.

            


    

    
      	 	
              (2)

            	
              The
                borrower should register according to the provision of item 42 of
                the
                second section of the chapter 3 of the law of surety and get the
                certificate of the register and other related
                documents

            


    

    
      	 	
              (3)

            	
              The
                borrower should go to the local foreign exchange management department
                to
                register and get the certificate within 15 days after signing the
                contract
                if the currency is foreign one.

            


    

    
      	 	
              (4)

            	
              If
                the borrower is the foreign-run enterprise the borrower should get
                the
                approval of department of approve and put on records to the business
                administration department.

            


    

    
      	 	
              (5)

            	
              The
                borrower should hand in all warrants of the abovementioned approval,
                register, and records to the bank.

            


    

    


    
      	27	
              Other

            


    

     

    
      	 	
              (1)

            	
              the
                title of each item in the contract or the title of the exhibit is
                for
                reference, it has no effect on the explanation of the
                item.

            


    

    
      	 	
              (2)

            	
              Exhibit
                is part of the contract, and has same effect with the
                contract

            


    

    
      	 	
              (3)

            	
              The
                meaning of clearance of debts does not include the payment of bankrupt
                or
                such

            


    

     

    It
      is
      proved that the authorized of both parties sign the contract at the following
      place and date.

    


    Please
      notice:

    


    The
      letter is a very important lawful document. Please read carefully before
      signing. If necessary you should ask professional suggestions to know the result
      of signing on the letter. Only after you agree to be regulated by the letter
      can
      you sign on it.

    


    


    The
      borrower

    


    Legal
      representative (signature)

    


    


    


    


    Shenzhen
      Branch of DBS

    


    Legal
      representative (signature)

    


    


    Date
      signed: Jan 25, 2006

    Place
      signed: Shenzhen city, China

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    Exhibit
      A


    


    DBS
      Bank
      Loan Agreement 

     

    Reference
      Number of the bank: P/S1149/00053/06

    Date:
      Feb. 28, 2006

    


    Fujian
      Zhongde Technology Co., Ltd.

    Fulu
      Industry area, Longtian, Fuqing city, Fujian province, China

    


    To
      who is
      in charge:

    


    Credit
      Facility of Bank: Fujian Zhongde Technology Co., Ltd. (Borrower)

    Our
      bank
      (DBS Bank) informed you of the following items and conditions for credit
      facility. Our bank will check credit facility at any time:

    


    CREDIT
      FACILITY:

    


    
      	
              1.

            	
              Circulative
                Term Loan (I) 4,500,000 RMB or Hongkong dollars of the same value
                (
                calculated according to the exchange rates of the
                bank)

            


    

     

    Use
      of
      the loan: pay back to the bank the remains of the loan numbered
      9501155.30

    


    Pay
      back
      the loan and interest:

    


    To
      pay
      the loan and interest as required on monthly basis for 36 times, and they should
      be paid on the last day of each interest period, and the exchange rate is to
      be
      determined on each interest period. (I) if for RMB, it should pay the bank
      15%
      higher of the exchange rate regulated by the China Bank and during each interest
      period no adjustment of the exchange rate is made. (II) if for Hongkong dollars,
      the exchange rate is all by the bank.

     

    If
      paid
      earlier, the bank requires the following payments:

     

    
      	
              period

            	
              All
                paid earlier

            	
              Some
                paid earlier

            
	
              The
                first
                year

            	
              1%
                of the paid amount

            	
              1%
                of the paid amount

            
	
              After
                the first year

            	
              0

            	
              0

            


    

     

    
      	2.	
              Circulative
                Term Loan (II) 5,500,000 RMB (exchange rate is determined by the
                bank)
                

            


    

     

    Use
      of
      the loan: liquidity

     

    Payment:
      to pay back the bank the same currency the bank lends

    


    Regulated
      by the letter, if our bank received a satisfying drawing notice asking for
      more
      than 1,000,000 RMB loan before 10 am on the first working day, we would give
      the
      loan. On the premise that the abovementioned items are not affected,
      our
      bank would accept short-term notice period accordingly.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Pay
      back
      the loan and interest:

     

    To
      pay
      the loan and interest as required on monthly basis for 36 times, and they should
      be paid on the last day of each interest period, and the exchange rate is to
      be
      determined on each interest period. (I) if for RMB, it should pay the bank
      15%
      higher of the exchange rate regulated by the China Bank and during each interest
      period no adjustment of the exchange rate is made. (II) if for Hongkong dollars,
      the exchange rate is all by the bank

    


    Each
      interest for each deal should be paid 15% higher of the certain legal interest
      rate according to the constantly released information by People’s Bank of China.
      The interest should not be calculated for each period during each interest
      period if there is any change of the legal interest rate. The interest should
      be
      paid on the last day of each interest period. The interest period should be
      90
      days or what our bank has approved.

    


    Regulated
      by the letter, each loan should be paid back on the last day of the interest
      period. If the borrower would like to have a new loan on the last day of the
      interest period, the borrower should pay back the balance between the new loan
      and the last loan (if have); and the borrower is deemed to have got the new
      loan.

    


    
      	3	
              the
                funds-raising needs to be paid----2,000,000 RMB or Hongkong dollars
                of the
                same value (exchange rate determined by the
                bank)

            


    

     

    Payment:
      the loan is to be given when provided the invoice of the suppliers or sales
      orders, and the loan is directly paid to the suppliers. Each loan should be
      no
      less than 100,000 RMB.

     

    
      	
            	Conditions:	
              the
                maximum raising period for each invoice is 90 days, calculated from
                the
                date loan is given.

            


    

    
      	
            	Interest:	
              (I)
                if for RMB, it should pay the bank 15% higher of the exchange rate
                regulated by the China Bank and during each interest period no adjustment
                of the exchange rate is made. (II) if for Hongkong dollars, the exchange
                rate is all by the bank

            


    

    Handling
      charge: 1/8% of the amount of invoice

    


    
      	4.	
              Letter
                of credit----1,000,000RMB or other currencies of the same value (exchange
                rate is determined by the bank)

            


    

     

    Interest:
      the standard interest rate released by the bank minus 1% of each
      year

    


    Liability
      period: 5 years

    


    Premise:
      Our bank will offer credit facility after receiving satisfying related note
      of
      board meeting, and the following documents, items and attestation.

    


    
      	
            	(a)	
              the
                common business agreement of standard form of our bank signed by
                the
                borrower

            


    

    
      
        	
              	(b)	
                (i) the
                  signed contract of land and house mortgage of standard form, mortgaged
                  on
                  the industry places and whole plant of Fujian Zhongde Technology,
                  Ltd at
                  Zhentang village, Longtian town, Fuqing city, Fujian province,
                  China.
                  (state-owned land certificate number: Ronglong state-used (2004)
                  the
                  05864, 05865, 07841,07842, 0402452,
                  0402453

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	(ii)	
              ask
                the valuation corporation approved by both parties to assess the
                abovementioned and the assess should be what our bank could
                accept.

            


    

    


    
      	
            	(iii)	
              ask
                the insurance agent approved by both parties to insure what is stated
                above.

            


    

    


    
      	
            	(c)	
              the
                standard guarantee contract on responsibility of all liabilities
                signed by
                Ou Taiming,Yang Qin and Yu Naiming

            


    

    
      	
            	(d)	
              other
                required documents, items, and evidence (including the approval related
                to
                the loan, proof documents of register, suggestions of law,
                etc)

            


    

    


    Best
      interest rate: refers to the best Hongkong dollars interest rate released by
      the
      bank.

    


    Working
      day: regulated by the letter, working day refers to the working day of Shenzhen
      Branch of Industrial and Commercial Bank (except Saturday). If the day for
      payment is not the working day, our bank may ask the borrower to pay on the
      next
      working day or the last working day.

    


    Overdue
      interest: if the loan were not paid back on the due time, the borrower should
      pay the punishment till the loan is completely returned. For the interest could
      not be paid within the interest period extra interest should be given according
      to the contract monthly. But if for RMB, the interest rate should be 2% higher
      of the signed annual interest rate to pay for the fined interest
      rate.

    


    Review
      fee: 10,000RMB (including stamp tax)

    


    Ways
      to
      calculate the interest: regulated by the letter, interest is accumulated by
      day
      and the past day, 360 days for a year for other currencies; and accumulated
      by
      day and the past day, 365 days for a year for Hongkong dollar, pound,
Singapore
      Dollar and Malaysian Ringgit.

    


    Payment:

    


    
      	
            	(a)	
              the
                payment should be given according to the regulation of our bank,
                paid in
                RMB or other currency. The pay should be cash payment. If not our
                bank may
                transfer it into cash, the lack should be paid to our bank, and the
                fee
                for transfer should be paid to our
                bank.

            


    

    
      	
            	(b)	
              Each
                loan and its interest should be paid before the noon of the pay day,
                and
                in ways of foot item.

            


    

    
      	
            	
              (c)

            	
              each
                installment is first for the expenses, then the interest rate and
                then the
                principal.

            


    

     

    Expenses:
      the borrower should pay the tax stamp related. The borrower should pay all
      the
      expenses what is required by our bank for all the needed documents and
      works.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Promise:
      the borrower make a promise to our bank through signing the letter

    


    
      	
            	(a)	
              the
                borrower would store and authorize accountant book and financial
                report
                based on the accountant principle in
                China

            


    

    
      	
            	(b)	
              the
                borrower should:

            


    

    
      	 	
              (i)

            	
              hand
                in annual audit and related report within 10 months at the end of
                every
                year, and other information related to financial
                state.

            


    

    
      	 	
              (ii)

            	
              hand
                in the details of important lawsuit,
                arbitration.

            


    

    
      	
            	(c)	
              the
                borrower should inform us of the change of the board , its contract
                and
                regulations.

            


    

    
      	
            	(d)	
              the
                borrower should inform us of any chances of not shouldering its
                responsibilities.

            


    

    
      	
            	(e)	
              the
                borrower should get approval before letting the third party use its
                estate. The borrower may be asked to reduce the loan according to
                the
                regulation of our bank on estate leasing
                mortgage.

            


    

    
      	
            	(f)	
              our
                bank can ask the valuation corporation to assess the estate constantly
                and
                give the lately report. The fee is paid by the
                borrower.

            


    

    
      	
            	(g)	
              the
                net value of the borrower should keep not less than
                53,000,000

            


    

    
      	
            	(h)	
              no
                less than 6,000,000 US dollars negotiation business should be to
                our
                bank

            


    

    
      	
            	(i)	
              without
                approving in writing by the bank, the borrower could not be a
                warrantor

            


    

    
      	
            	(j)	
              the
                original approval, register, etc or the copy related to loan should
                be
                given to our bank

            


    

    


    Requiring
      to pay credit facility:

    


    
      	
            	(a)	
              if
                the borrower cannot pay what should be paid or carry out the agreement
                or
                is announced bankrupted, our bank will cancel its credit facility,
                asking
                the borrower to pay back what is
                required.

            


    

    
      	
            	(b)	
              Our
                bank can cancel the credit facility or ask the borrower to pay what
                is
                required at any time.

            


    

    
      	
            	(c)	
              no
                matter that there is a regulation on Payment, after carrying out
                (a) and
                (b), it should:

            


    

    


    First,
      used to pay the expenses for the loan

    Then,
      used to pay the debts

    Last,
      used to pay the borrower.

    


    Responsibility
      for the breach: if the borrower violates the agreement, the borrower should
      pay
      the loss or damage, besides, including the benefit we could get if no
      violation.

    


    Transfer:

    


    
      	
            	(a)	
              the
                borrower has no right to transfer any rights or responsibilities
                of the
                letter

            


    

    
      	
            	(b)	
              Our
                bank has the right to transfer any rights or responsibilities of
                the
                letter. The other legal party or person of our bank can have the
                same
                right.

            


    

    


    Information
      policy: the borrower agrees to let us constantly give out its information
      policy, notice and such to customers but all is loan information. The borrower
      also agrees all the information should be changed all the time,
      especially:

     

    
      	
            	(d)	
              Our
                bank can ask other organizations or people to check or provide or
                collect
                related information about the
                borrower.

            


    

    
      	
            	(e)	
              Our
                bank has the right to transfer the information to other places beyond
                Shenzhen including Hongkong and
                Singapore

            


    

    
      	
            	(f)	
              Our
                bank has the right to make a contrast between information acquired
                and
                information of the borrower to act according to the result of the
                contrast
                including actions that may have bad effect on the
                borrower.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      borrower has agreed to be regulated by such information policy and the
      information policy and notice become part of the agreement.

    


    Relationship
      with directors: our bank is regulated by the directors of other DBS banks on
      loan. the borrower has confirmed to us that it has no relationship with
      directors or employees of the following parties: our bank or its parent
      corporation or its subsidiary. The borrower has promised to inform us in written
      forms of the unpaid situation.

    


    Others:

    


    
      	
            	(b)	
              on
                the basis that has no effect on the other items, approved by our
                bank, the
                borrower can pay back the debts in advance at any
                time.

            


    

    
      	
            	(c)	
              our
                bank has the right all the time though sometimes we don’t use the right,
                and the right stated in the letter is accumulative. The borrower
                must
                inform our bank of the change of the address if it does and such
                changes
                takes effect after being registered in our
                bank.

            


    

    
      	
            	(d)	
              All
                notices delivered to the related parties shall be considered as delivered
                in the following conditions:

            


    

    
      	 	
              (i)

            	
              the
                letter from our bank to the borrower is considered as delivered on
                the
                delivering date; the letter from the borrower to the bank is considered
                as
                delivered on the receiving date

            


    

    
      	 	
              (ii)

            	
              if
                for fax, as delivered on the receiving
                date

            


    

    
      	 	
              (iii)

            	
              if
                any change of address or fax, the borrower shall immediately inform
                the
                bank and the change shall come into force after registered in the
                bank

            


    

    
      	
            	(d)	
              any
                ineffectiveness of the letter shall have no effect on other effective
                items

            


    

    


    Common
      business agreement: items of common business agreement are applied to the
      letter. If there is any collision, the letter matters.

    


    Law:
      the
      letter is regulated by Law of P.R.C. if our bank is suited to the court of
      China
      for any disputes in the letter, it should be dealt on the local court charging
      our bank.

    


    Effective:
      the letter takes effect once the borrower gets the copy of the signed letter.
      If
      the letter becomes effective only after approved by some departments according
      to the provision of the regulation, the letter takes effect after
      approved.

    


    Please
      sign the copy of the letter and hand it in within a month after the date written
      in the letter. After the required date the letter automatically becomes
      ineffective because of overdue. If accepted, the letter will replace the letter
      dated Feb 1, 2005, reference number: D/P/S1149/1007/04

    


    Attached
      please find all the documents your corporation should sign and return. If you
      have any question please contact Mr. Zhifeng Huang of our bank at (775)
      8269.1019

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    It
      is our
      pleasure to do business with you.

    


    Shenzhen
      Branch of DBS

    


    


    Authorized
      signed by

    Shenzhen
      Branch

    


    


    Please
      notice:

    


    The
      letter is a very important lawful document. Please read carefully before
      signing. If necessary you should ask professional suggestions to know the result
      of signing on the letter. Only after you agree to be regulated by the letter
      can
      you sign on it.

    


    I
      agree
      to be regulated by the items of the letter.

    


    Fujian
      Zhongde Technology Co., Ltd.

    


    Seal 

    
      

    

    Legal
      representative:

    


    Date
      the
      borrower should sign and return the letter:

    


    


    Exhibit
      A

    


    The
      borrower

    


    Borrower:
      Fujian Zhongde Technology Co., Ltd.

    


    Number
      of
      Business License: 3500002001868

    


    Legal
      representative: Qin Yang

    


    Legal
      address: Fulu Industry Area, Longtian, Fuqing city

    


    Communication
      address: Fulu Industry Area, Longtian, Fuqing city

    


    FAX:
      (0591) 8577 6993

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      B

    


    The
      borrower

    


    Title:
      Fujian Zhongde Technology Co., Ltd.

    


    Number
      of
      Business License: 3500002001868

    


    Legal
      representative: Qin Yang

    


    Legal
      address: Fulu Industry Area, Longtian, Fuqing city

    


    Communication
      address:

    


    TEL:
      0591-85773387

    


    FAX:
      85776993

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      C

    


    Contact
      information of the bank

    


    
      	Address:	
              Second
                floor E, Building B, Shenfang Plaza, Number 3005, Renmin Nanlu, Luohu
                area, Shenzhen city, China

            


    

     

    Fax:
      (86-755) 8228 2022

    


    Tel:
      N/A

    


    Addressee:
      N/A

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      D

    


    Guaranty

    

      
        	(1)	
                Information
                  of the guaranty:

              


      

      


      Estate
        mortgage: certificate of the right of Rongfang R 0402452

      


      Lang
        mortgage: Ronglong state-used 05865,07841,07842

       

      
        	(2)	
                the
                  value of the mortgaged on the signing day after
                  negotiation:

              


      

       

      
        	the right of the use of land	: 	
                 (4,760,998)

              
	building or house 	:	
                (9,262,002)

              
	 	 	
                Total:
                  14,023,000