Lansdowne Security, Inc.: Exhibit 10.19 - Filed by newsfilecorp.com






Exhibit 10.19

BANK OF QUANZHOU  

LOAN CONTRACT  

Bank of Quanzhou Co., Ltd. 

Loan Contract 

No. 180120100801017 

Borrower (Party A): Fujian Jinjiang Aierda Shoe Plastic Co.,
Ltd. 

Address: Jiangtou Village, Chendai Town, Jinjiang City 

Legal Representative: Yuxi Ding

Creditor (Party B): Jinjiang Branch of Bank of Quanzhou Co.,
Ltd. 

Address: Middle Heping Road, Qingyang, Jinjiang 

Legal Representative: Luncong Yang 




Content 

1 Loan Classification 

2 Purpose 

3 Term and Amount of Loan 

4 Interest Rate and Calculation of Loan 

5 Ways of Repayment 

6 Guarantee 

7 Statement of Borrower 

8 Rights and Responsibilities 

9 Breach Responsibilities 

10 Execution, Formation, Termination and Conclusion of Contract


11 Disputes Settlement 

12 Others 

13 Supplementary Provision 

Important Notice: this Contact is made after a negotiation
on an equal and voluntary basis, and all the Clauses well express the true
meanings of both parties. To fully protect rights of borrower, Creditor makes a
special warning that Borrower should carefully read the Clauses of this Contract
in Boldface and pay close attentions to these Clauses. 




Party B agrees to lend to Party A credit at a highest lending
quotas of RMB TEN MILLION ONLY valid within May
17th, 2010 and May
17th, 2011. Lending amount this time is RMB ONE
MILLION ONLY, and aggregate lending amount has constituted RMB NINE
MILLION NINE HUNDRED AND SIXTY THOUSAND ONLY of lending quotas (put
“whole” here if the lending quotas are used up). To make rights and
responsibilities of both parties clear, according to the regulations of laws of
Contract Law, Lending General Provisions and other relevant laws, Party A and
Party B make this Contract after negotiation on an equal basis. 

	1 	Loan Classification 
	 	 	 
		1.1 	The loan under this Contract is medium or short term loans. 
	 	 	 
	2 	Purpose 
	 	 	 
		2.1 	The loan under this Contract will be used for financing working
      capital of company. 
	 	 	 
		2.2 	Party A could not change usage of the loan under this Contract without
      written consent of Party B. 
	 	 	 
	3 	Term and Amount of Loan 


3.1 Lending amount under this Contract
is (UPPERCASE)RMB ONE MILLION ONLY (lowercase) 1,000,000.00
(UPPERCASE is ultimate if the above two numbers could not match.) 

3.2 Loan term under this Contract is
twelve months, from August 11th, 2010 to
August 11th, 2011. 

3.3 According to the conditions and
terms of 3.2 under this Contract, Party A should finish the Advance in one time,
while Actual Advance Date and Final Maturity Date is pursuant to the date on
Loan Receipt. Loan Receipt or Advance Voucher is inseparable part of this
Contract, and except for the date, other terms and conditions in this Contract
will be final. 

	4 	Interest Rate and Calculation of Loan 


4.1 The loan under this Contract, dated
from Actual Advance Date, according to actual days of the loan, will be charged
interest calculated by day (day interest rate = annual interest rate/360), and
paid by month (month/quarter). Interest Settlement date is the
twentieth date of every month (the twentieth date of every month/the
twentieth date of every last month of every quarter). 

4.2 Credit Interest Rate under this
Contract is decided by following ways in 4.2.1. 

4.2.1 Annual Credit Interest Rate is
7.965%, fixed, without adjustment within the term of this Contract. 

4.2.2 Credit Interest Rate under this
Contract is % (up/down) the benchmark interest rate of equal classification of
loans published by People’s Bank of China. The Credit Interest rate is to be
adjusted in every fixed period and every (year/half year/quarter/month) is
regarded as a period. The adjusting day of the first Period is the Effective Day
of this Contract, and the rate of this period is adjusted according to the
benchmark interest rate of equal classification of loans on the Effective Day of
this Contract published by People’s Bank of China and floating ratio agreed in
this Contract, which is %. The adjusting days of the second Period and
later periods are corresponding days of the Effective Day of this Contract, and
the rate of every corresponding period is adjusted according to the benchmark
interest rate of equal classification of loans on the corresponding day of
Effective Day of this Contract published by People’s Bank of China and floating
ratio agreed in this Contract. When there is no corresponding day of the
Effective Day of this Contract in a month, the last day
of the month is regarded the corresponding day. 




If the loan is withdrew in Advances,
no matter how many times, Credit Interest Rate is confirmed by the rate of the
Effective Day of this Contract or the corresponding days, and respectively
adjusted in the next corresponding day of the Effective Day of this Contract.


Corresponding day of the Effective Day
of this Contract is the day when a period expires since the Effective Day of
this Contract. For example, if the Effective Day of this Contract is May
9th, then the second-period corresponding day of the Effective Day of
this Contract is June 9th while a month is regarded as a period; the
second-period corresponding day of the Effective Day of this Contract is August
9th while a quarter is regarded as a period; the second-period
corresponding day of the Effective Day of this Contract is November
9th while a half year is regarded as a period; the second-period
corresponding day of the Effective Day of this Contract is June 9th
of the next year while a year is regarded as a period accordingly. 

4.2.3 Other Ways

Party A should be informed in written
documents within 30 days after change of interest rate, which will not influence
the execution of the latest interest rate. 

4.3 When People’s Bank of China
adjusted interest rate or ways interest rate confirmation, regulations concerned
of People’s Bank of China is ultimate. 

	5 	Ways of Repayment 


5.1 Party A should payment interest in
time and full amount as agreed in this Contract, and pay back principals
according to the way stated in 5.1.1. 

5.1.2. For one-time repayment, Party A
should pay back the entire principal before August
11th, 2011. 

5.1.3. For installment, amount and
date of repayment is as follows. 

5.1.3.1. Date , Amount (UPPERCASE)
(LOWERCASE) 

5.1.3.2. Date , Amount (UPPERCASE)
(LOWERCASE) 

5.1.3.3. Date , Amount (UPPERCASE)
(LOWERCASE) 

5.1.3.4. Date , Amount (UPPERCASE)
(LOWERCASE) 

5.1.3.5. Date , Amount (UPPERCASE)
(LOWERCASE) 

(to attach pages for more periods)


5.2. Party A should prepare adequate
amount for interest or principal of a respective period on account opened in
Party B before agreed Interest Settlement Day or Principal Settlement Day. 

	6 	Guarantee 



	 	6.1 	Means of Loan Guarantee under this Contract should be
      Guarantee. 
	 	 	 
	 	6.2 	The following contracts are Guarantee Contracts of this Contract.
  


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6.2.1Maximum Guarantee Contract
numbering 180120090504020-2 whose mean of guarantee is Guarantee
and guarantor is Fujian Jinjiang Chendai Aiermei Shoe Manufacturing Co.,
Ltd. 

6.2.2Maximum Guarantee Contract
numbering 180220090504020 whose mean of guarantee is Guarantee and
guarantor is Yuxi Ding, Qiusheng Ding, Conghui Ding. 

6.2.3Maximum Guarantee Contract
numbering 180220090504020-2 whose mean of guarantee is Guarantee
and guarantor is Qinghe Zhu, Xiuzhu Lin. 

6.3 If there’s any change of Guarantee
harmful to creditor’s right of Party B under this Contract, after informed by
Party B, Party A should provide other satisfactory Guarantee. 

	7 	Statement of Borrower 
	 	 
		The loan under this Contract of Party A has been authorized by
      Institutes with power and is pursuant to laws, regulations, strategies and
      relevant rules of Company Policy. If Borrower signs this Contract with
      conditions against Company Policy or other internal regulations of the
      company, Borrower should take all the responsibility due to this.
  
	 	 
	8 	Rights and Responsibilities 


8.1 Rights and Responsibilities of
Party A 

8.1.1 Party A should withdraw and use
the loan in time and channel agreed in this Contract. 

8.1.2 If Party A honors repayment
before agreed time, Party A should get approval of Party B and compensate Party
B for loss of expected yield and other expenses. 

8.1.3 Party A should be responsible for
trustfulness, accuracy and completeness of files handed over during the process
of loan inspection. 

8.1.4 Party A should voluntarily accept
investigation, learning and supervision of Party B. 

8.1.5 Party A should be cooperative in
investigation, learning and supervision of Party B in operating, managing and
financial conditions of the company and be responsible in offering files like
Income Statement and Balance Sheet of relevant periods. 

8.1.6 Party A should pay off principal
and interest under this Contract as agreed. 

8.1.7 Party A should cover relevant
expenses under this Contract, including but not limited to expenses of
notarization, appraisal, evaluation, registration, etc. 

8.1.8 Party A should send back Demand
Letter or Demand Files posted or delivered in other ways by Party B within 3
days after receiving. 

8.1.9 Actions, like contract, lease,
transformation of shareholding system, joint operation, consolidation, merger,
joint venture, separation, capital reduction, stock transfer, transfer of
business and others fully influential on realization of creditor’s right of
Party B, should be informed to Party B at least 30 days ahead of time and should
be approved by Party B in written files, or else actions above should not be
implemented before the debt is paid off. 

8.1.10 Modifications of Industrial and
commercial registration items, like company location, mail address, scope of
business, legal representatives, etc., should be informed to Party B in written form within 7 days after
certain modification is implemented. 

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8.1.11 Any incidents, harmful to daily
operations of the company but not to repayment of the loan under this Contract,
including but not limited to incidents concerning significant economic disputes,
bankruptcy, deterioration of financial conditions, etc., should be immediately
informed to Party B in written form. 

8.1.12 Close of business, business
dissolution, suspending of business, revoking or cancelling of business license,
etc., should be informed to Party B within 5 days right after the said incidents
happen in written form, and balance of principal the interest should be paid off
immediately. 

8.2 Rights and Responsibilities of
Party B 

8.2.1 Party B has the right to ask
Party A to provide all the files related to the loan under this Contract. 

8.2.2 Party B has the right to
transfer principal, interest, compound interest, penalty interest and other
expenses related to the loan Party A should repay, according to the provisions
in this Contract or regulations of laws, from Party A’s account. 

8.2.3 To serious breach actions of
Party A, like evading from Party B’s supervision and default of payment, Party B
has the right to implement Credit Sanctions, report the action to departments or
institutes concerned, and publicize through mass media for collection. 

8.2.4 Party B should provide Party A
loan in agreed time the amount, and any delay due to Party A is not included.


8.2.5 Party B should keep all the
files and conditions related to debts, finance, producing, and operating of the
company confidential, not including the conditions specifically stated in this
Contract or regulations of laws. 

	9 	Breach Responsibilities 


9.1 Both parties should meet
obligations agreed in this Contract. Any party partially or completely dishonors
its obligations should bear breach responsibilities. 

9.2 If Party A fails to make the
Advance as agreed in 3.3 of this Contract, Party B has the right to charge
penalty by day in interest rate agreed in this Contract. 

9.3 If Party A repays the loan ahead of
time without written consent of Party B, Party B has the right to charge
interest according to term and interest rate agreed in this Contract. 

9.4 If Party A fails to honor principal
and interest under this Contract in agreed time, Party B has the right to ask
Party A to pay in limited time. Party A authorizes Party B the right to transfer
capital from accounts of Party A and all its affiliated branches opened in Bank
of Quanzhou for repayment of the loan under this Contract. Besides, for overdue
loans, Party A should be charged extra 50% of interest rate agreed in
this Contract for penalty, and for overdue interest, extra 50% for
compound interest. If the currency deducted is foreign, it is exchanged by
buying rate published by Party B. 

9.5 If Party A does not use the loan in
ways agreed in this Contract, Party B has the right to stop granting the loan,
partially or completely take back the loan capital, or terminate this Contract.
For loan capital not used in ways agreed in this Contract, Party A should be
charged extra 100% of interest rate agreed in this Contract for penalty interest, and for
overdue interest, extra 100% for compound interest. 

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9.6 For overdue interest during the
term of the loan under this Contract, compound interest is calculated by
interest rate agreed in this Contract, and for overdue interest after the term
of the loan under this Contract, compound interest is calculated according to
provision agreed in 9.4 of this Contract. 

9.7 If conditions stated in 9.4 and 9.5
happen at the same time, Party B takes the harder punishment and the punishments
could not be implemented at the same time. 

9.8 For any actions listed below, Party
A should correct within 7 days after receiving notice fro party B and carry out
remedial measures to Party B’s satisfactory, or else, Party B has the right to
announce the loan due ahead of time and ask borrower to repay all the principal
and interest till termination of this Contract. 

9.8.1 Party A provides artificial or
purposely cover information of balance sheet, income statement and other
financial files. 

9.8.2 Party A is not cooperative or
refuses to accept supervision of Party B on conditions of loan use and
operating, producing and financial activities. 

9.8.3 Party A transfers or deals with,
or threatens to transfer or deal with the main part of its assets without
approval of Party B. 

9.8.4 The main part of Party A’s
assets is obtained by other creditors, taken over by appointed trustee,
receiver, or similar persons, detained or frozen, which will brings huge loss of
Party B. 

9.8.5 Party A has actions like
contract, lease, transformation of shareholding system, joint operation,
consolidation, merger, joint venture, separation, capital reduction, stock
transfer, transfer of business and others fully influential on realization of
creditor’s right of Party B. 

9.8.6 Modifications of Industrial and
commercial registration items, like company location, mail address, scope of
business, legal representatives, etc., and investment fully influential on
realization of creditor’s right of Party B happen. 

9.8.7 Incidents concerning significant
economic disputes, deterioration of financial conditions or any other condition
which is fully influential or threatening on realization of creditor’s right of
Party B happen. 

9.8.8 Any other condition which is
fully influential or threatening on realization of creditor’s right of Party B
happen. 

	10 	Execution, Formation, Termination and Conclusion of Contract
  


10.1 This Contract is effective upon
signing of both parties; this Contract is effective when there is a Guarantee
Contract. This Contract is concluded when principal, interest, compound
interest, penalty and other expenses of the loan under this Contract is paid
off. 

10.2 For any conditions listed below,
Party B has the right to terminate this Contract and ask Party A to cover
principal and interest ahead of time, as well as loss of Party B. 

10.2.1 Close of business, business
dissolution, suspending of business, revoking or cancelling of business license,
etc., happen. 

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10.2.2 Any change of guarantee
deteriorating creditor’s right of Party B under this Contract happens and Party
A fails to provide another guarantee to the satisfactory of Party B. 

10.2.3 Party A fails to make repayment
before agreed time, use the loan in agreed way, pay the interest in agreed time
or honor other obligations stated in this Contract. 

10.3 If repayment is required to be
postponed, Party A should provide written application and written guarantee
signed by guarantor for continuity of guarantee under this Contract 30 days
before conclusion of this Contract, and the loan under this Contract is
postponed upon the approval of Party B and signing of extension agreement; this
Contract is still under implementing before signing of extension agreement. 

10.4 After this Contract becomes
effective, unless provisions of this Contract specifically stated, both party
should not change or terminate ahead of time this Contract, and formation and
termination of this Contract should be negotiated to a written agreement. This
Contract is still under implementing before written agreement is reached. 

	11 	Disputes Settlement 


11.1 Any disputes happen during the
process of this Contract should firstly be resolved through negotiation. If the
negotiation could not reach an agreement, the way stated in 11.1.2 is
chosen. 

11.1 2 It is arbitrated by . 

11.1.2 It is solved by raising a
lawsuit at local court where Party B is. 

	12 	Others 
	 	 
	13 	Supplementary Provision 


13.1 Party B has the right to,
according to relevant regulations of laws and other regulatory files and
requirements of financial supervision institutes, provide information of this
Contract and other relevant information to Credit Database of People’s Bank of
China or other database set in legal ways for information search of institutes
or persons with proper authorities, and look up information related to Party A
in Credit Database of People’s Bank of China or other database set in legal ways
since signing the implementing of this Contract. 

13.2 Supplementary Provision is an
inseparable part of this Contract with the same legal validity. 

13.3 This Contract is in two
copies, with each party holds copy (copies) with the same legal validity. 

Creditor has warned Borrower to comprehensively and
accurately understand Clauses in this Contract, especially those in boldface,
and respectively explained content of Clauses to requirements of Borrower.
Borrower is now definitely without any misunderstanding and dubious
interpretation towards this Contract. 

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Borrower (Sealing): Fujian Jinjiang Aierda Shoe Plastic Co.,
Ltd.

Signature or Sealing of Legal Representative: Yuxi Ding


 

Creditor (Sealing): Jinjiang Branch of Bank of Quanzhou Co.,
Ltd.

Signature or Sealing of Authorized Person:

Date: August 11th, 2010 

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