Unassociated Document


    Exhibit
10.11

     

    
      
        
          	 
      	
                  Maximum
      Mortgage Contract

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  
                    

                  

                	
                      China
      Construction Bank Fujian Branch

                	 
      


        

        
        

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Maximum Mortgage Contract (“Contract”) is entered into by
and between:

    


    Mortgagor
(“Party A”): please
refer to Article 14 hereof

    Mortgagee
(“Party B”): please
refer to Article 14 hereof

    


    
      	
              Article
      1

            	
              Collaterals

            


    

    
      	
               
      

            	
              I.

            	
              Party
      A will create mortgages on the properties listed in the Collaterals List
      as attached hereto.

            


    

    
      	
               
      

            	
              II.

            	
              After
      new ownership or other title certificates (certifications) are issued for
      the Collaterals, any discrepancy between the Collaterals List or other
      title (mortgage) certificates or mortgage certification documents accepted
      by Party B, and such new title certificates (certifications) or relevant
      records on the register of registration authority, shall not procure Party
      A to reject bearing the guarantee
liability.

            


    

    
      	
            	
              III.

            	
              Unless
      otherwise as agreed by the parties or provided in laws, any new additions
      on the Collaterals due to any accessories, mixing, processing and
      improvement shall be applied to guarantee Party B's claims as well, and
      Party A shall complete necessary mortgage registration at the request of
      Party B.

            


    

    
      	
            	
              IV.

            	
              If
      Party B's claims are adversely impacted because the values of the
      Collaterals have been or may be reduced, Party A shall provide new
      guarantees at the request of Party
B.

            


    

    


    
      	
              Article
      2

            	
              Guaranteed
      Scope and Maximum Claims

            


    

    
      	
               
      

            	
              I.

            	
              The
      Maximum Mortgage covers all the obligations under the principal contracts,
      including but not limited to all the principals, interests accruals
      (including compound interests and penalties), liquidated damages, damages,
      other payables to Party B by the debtor (including but not limited to
      relevant service fees, telecommunication fees and incidental expenses
      advanced by Party B, relevant banking service fees under L/C rejected by
      the beneficiary), the fees arising out of realization of claims and
      guarantees by Party B (including but not limited to court fees,
      arbitration fees, property preservation fees, travel expenses, enforcement
      fees, appraisal fees, auction fees, service fees, announcement fees,
      attorney's fees, etc.)

            


    

    
      	
               
      

            	
              II.

            	
              Please
      refer to Article 15 hereof.

            


    

    
      	
            	
              III.

            	
              Loans,
      advances, interest accruals, fees or Party B's other claims under the
      principal contracts shall be governed by the Maximum Mortgage hereunder,
      irrespective of whether their actual creation goes beyond the Period for
      Determining Claims (defined below). The due date of obligations under the
      principal contracts shall not be limited by expiry date of the Period for
      Determining Claims.

            


    

    


    
      	
              Article
      3

            	
              Registration
      of Collaterals

            


    

    The
parties hereto shall complete the mortgage registration with appropriate
registration department within five business days after this Contract is signed.
Party A shall submit to Party B the originals of other title certificates of
Collaterals, mortgage registration documents, and other title certificates
before the mortgage registration is completed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Article
      4

            	
              Modifications
      to Principal Contracts

            


    

    


    
      	
               
      

            	
              I.

            	
              Party
      A agrees that it is not required to inform it if Party B and the debtor
      sign principal contracts or make any modification to the same (including
      but not limited to extension of performance of obligations or additions to
      the principals). And Party A shall still bear the guarantee liability
      under the Maximum Mortgage and the guaranteed scope hereunder as
      before.

            


    

    
      	
               
      

            	
              II.

            	
              Replacement
      of Parties

            


    

    Party A's
guarantee liability hereunder shall not be reduced or released under any of the
following circumstances:

    
      	
               
      

            	
              (I)

            	
              Party
      B or the debtor conducts restructuring, consolidation, merger and/or
      division, or increases or reduces capitals, or conducts joint venture,
      joint operation, or changes its
name;

            


    

    
      	
               
      

            	
              (II)

            	
              Party
      B entrusts a third party to perform its obligations under the principal
      contracts.

            


    

    
      	
            	
              III.

            	
              If
      the claims under the principal contracts are transferred to a third party,
      the guarantees hereunder shall be transferred as well. In such case, Party
      A shall assist Party B and such a third party to complete the changes in
      mortgage registration as required by
laws.

            


    

    
      	
            	
              IV.

            	
              Party
      A shall still bear joint and several liability to Party B pursuant to this
      Contract if any transfer of claims or obligations under principal
      contracts fails to come into effect, becomes null and void, or is canceled
      or rescinded.

            


    

    


    
      	
              Article
      5

            	
              Possession
      and Custody of Collaterals

            


    

    


    
      	
               
      

            	
              I.

            	
              Party
      A shall possess, keep, repair and maintain the Collaterals in a proper
      manner, reasonably use the same and keep the same in good conditions;
      meanwhile, it shall pay for all applicable taxes in relation to the
      Collaterals. Party B shall be entitled to inspect the Collaterals, and to
      request Party A to submit the originals of title certificates of
      Collaterals to Party B for keeping.

            


    

    
      	
               
      

            	
              II.

            	
              If
      Party A entrusts a third party to possess, keep and use the Collaterals,
      or agrees on doing so by a third party, it shall inform such third party
      of the mortgages on such Collaterals in favor of Party B, and request such
      third party to keep the Collaterals in good conditions, to allow Party B
      to inspect the Collaterals, and not to prevent Party B from realizing the
      mortgages. Meanwhile, Party A shall not be released from its obligations
      as specified in the preceding paragraph, and shall be liable for acts of
      such third party simultaneously.

            


    

    
      	
            	
              III.

            	
              Party
      A shall be liable for injury or damage to properties caused by the
      Collaterals, if any. And Party B shall be entitled to make recourse
      against Party A if it suffers claims or makes an advance for damages due
      to any such injury or damage.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Article
      6

            	
              Insurance
      for Collaterals

            


    

    


    
      	
               
      

            	
              I.

            	
              Unless
      otherwise agreed by the parties, Party A shall insure the Collaterals
      according to applicable laws and types of insurance, insurance period and
      insured amount as designated by Party B. The insurer shall have legal
      qualifications and good reputations as
required.

            


    

    
      	
               
      

            	
              II.

            	
              The
      policies shall conform to Party B's requirements without any attached
      restrictive conditions that may damage Party B's benefits. In particular,
      the policies shall be noted as follows: Party B shall be the preferred
      beneficiary (the first beneficiary) of the insurance proceeds; any
      modification to the policies can only be made upon prior written consents
      of Party B; the insurer shall directly pay insurance proceeds to the
      account designated by Party B upon occurrence of insured accidents.
      Appropriate remarks or modifications shall be made on the policies if the
      Collaterals have been insured but the above contents are not marked on the
      policies.

            


    

    
      	
            	
              III.

            	
              Party
      A shall ensure consecutive and effective insurances on the Collaterals. It
      is not allowed to cease, cancel or invalidate the insurances for any
      reasons, or procure the insurer to be reduced or released from
      indemnification, or modify the policies without prior consents of Party B.
      If the claims guaranteed by Party A are not paid in full after the
      insurance period is expired, Party A shall renew the insurance and the
      insurance period shall be extended
accordingly.

            


    

    
      	
            	
              IV.

            	
              Party
      A shall submit originals of policies of the Collaterals to Party B within
      five business days from the date of conclusion of this Contract (or the
      date of renewal of insurance if the Collaterals are renewed for
      insurance), and leave documents in relation to insurance claims and
      necessary to transfer of insurance benefits at Party
  B.

            


    

    
      	
               
      

            	
              V.

            	
              Party
      B shall be entitled to dispose insurance proceeds from the Collaterals as
      follows, and Party A shall assist to complete all applicable
      formalities:

            


    

    
      	
               
      

            	
              (I)

            	
              To
      apply such proceeds to repair the Collaterals for recovering values of the
      same upon prior consents of Party
B;

            


    

    
      	
               
      

            	
              (II)

            	
              To
      apply such proceeds to pay principals, interest accruals thereon and
      relevant fees under the principal contracts, or to do so in
      advance;

            


    

    
      	
               
      

            	
              (III)

            	
              To
      create pledge guarantee for obligations under the principal
      contracts;

            


    

    
      	
               
      

            	
              (IV)

            	
              To
      be disposed by Party A at its own discretions provided that Party A
      provides new guarantees conforming to Party B's
    requirements.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Article
      7

            	
              Limitations
      on Disposal of Collaterals by Party
A

            


    

    


    
      	
               
      

            	
              I.

            	
              Without
      prior written consents of Party B, Party A shall not dispose the
      Collaterals in any way, including but not limited to any waiver, lease
      (including renewed lease upon expiry of original lease contract), gift,
      transfer, contribution, repeated guarantees, assignment, changes for
      public benefits, additions to other objects, or restructuring and/or
      division.

            


    

    
      	
               
      

            	
              II.

            	
              Upon
      prior written consents of Party B, Party A shall deposit the proceeds from
      disposal of the Collaterals or other money into the account as designated
      by Party B. Party B shall be entitled to dispose such proceeds or money
      through any of the methods as specified in (II) to (IV) of Paragraph V of
      Article 6, for which Party A shall assist to complete applicable
      formalities.

            


    

    


    
      	
              Article
      8

            	
              Encumbrance
      by A Third Party

            


    

    


    
      	
               
      

            	
              I.

            	
              If
      the Collaterals are levied, requisitioned, removed, forfeited, withdrawn
      without any compensation, by the State, or if they are sealed, frozen,
      seized, monitored, created a lien, sold by auction, possessed in force,
      damaged or otherwise disposed by a third party, Party A shall promptly
      inform Party B, as well as take precautious, elimination or recovery
      remedial measures for preventing losses from being expanded. If required
      by Party B, Party A shall provide new guarantees conforming to Party B's
      requirements.

            


    

    
      	
               
      

            	
              II.

            	
              Upon
      occurrence of the circumstances as provided in the preceding paragraph,
      the remaining values of the Collaterals shall be applied to guarantee
      Party B's claims. Party A shall deposit damages or compensations obtained
      due to the above reasons into the account as designated by Party B. Party
      B shall be entitled to dispose such damages or compensations through any
      of the methods as specified in (I) to (IV) of Paragraph V of Article 6,
      for which Party A shall assist to complete applicable
      formalities.

            


    

    


    
      	
              Article
      9

            	
              Realization
      of Mortgage

            


    

    


    
      	
               
      

            	
              I.

            	
              Party
      B shall be entitled to dispose the Collaterals if the debtor fails to
      perform its due obligations under the principal contracts or such
      obligations as declared to become due earlier, or if it breaches other
      provisions of the principal
contracts.

            


    

    
      	
               
      

            	
              II.

            	
              The
      values of the Collaterals as recorded on the Collaterals List or as
      otherwise agreed by the parties (“Interim Values”) shall not mean final
      values of the Collaterals, and their final values shall be the net price
      from disposal of the Collaterals by Party B after all applicable taxes are
      deducted.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If the
Collaterals are applied to offset Party B's claims, the above Interim Values
shall not be deemed as the grounds for offsetting Party B's claims by the
Collaterals, and values of the Collaterals shall be determined through
negotiation by the parties or fair evaluation to be conducted according to law
for the time being.

    


    
      	
            	
              III.

            	
              Proceeds
      from disposal of the Collaterals by Party B shall be applied to pay off
      obligations under the principal contracts, and the remaining shall be
      refunded to Party A after the expenses or fees (including but not limited
      to custody fees, appraisal fees, auction fees, transfer fees, taxes,
      considerations for grant of state-owned land use right) arising out of
      sale or auction of the Collaterals are
paid.

            


    

    
      	
            	
              IV.

            	
              If
      Party A and the debtor is the same person, Party B may apply for
      enforcement against Party A's properties beyond the Collaterals, which is
      not conditional upon waiver of the mortgages hereunder or prior disposal
      of the Collaterals.

            


    

    
      	
               
      

            	
              V.

            	
              Party
      B shall not create any encumbrance (including action or non-action)
      against realization of mortgages by Party B in any
  way.

            


    

    
      	
            	
              VI.

            	
              Party
      A's guarantee liability hereunder shall not be reduced or released, and
      Party A shall not have any objection if Party B directly requests Party A
      to bear the guarantee liability pursuant to this Contract, irrespective of
      other guarantees (including but not limited to warranty, mortgage, charge,
      letter of guarantee, standby L/C) created in favor of Party B's claims
      under the principal contracts, or of the time of creation of or validity
      of the above guarantees, or of claims against other guarantors by Party B,
      or of agreeing to bear the whole or part of obligations under principal
      contracts by a third party, or of other guarantees granted by the
      debtor.

            


    

    
      	
            	
              VII.

            	
              If
      the maximum guarantee hereunder is less than the balance of the actual
      claims under the principal contracts, and if the claims under principal
      contracts are not satisfied in full after Party A performs its guarantee
      liability, Party A shall undertake not to damage Party B's benefits in any
      way if it claims (and/or pre-exercises) subrogation or pay-off rights
      against the debtor or other guarantors. Meanwhile, Party A agrees that the
      pay-off of obligations under the principal contracts is prior to its
      subrogation or pay-off rights.

            


    

    


    As
specifically, before Party B's claims are not satisfied in full,

    
      	
               
      

            	
              (I)

            	
              Party
      A agrees not to claim its subrogation or pay-off rights against the debtor
      or other guarantors; if Party A realizes such rights for any reasons, the
      proceeds generated from realization of such rights shall be applied to
      satisfy unpaid claims of Party B with
priority;

            


    

    
      	
               
      

            	
              (II)

            	
              If
      collaterals are given for securing the obligations under the principal
      contracts, Party A agrees not to exercise its subrogation or bring claims
      against such collaterals or proceeds from disposal of the same for any
      reasons. Such collaterals and proceeds shall be applied to satisfy unpaid
      claims of Party B with
priority;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (III)

            	
              If
      the debtor or other guarantors grant counter guarantees in favor of Party
      A, the proceeds gained by Party A from such counter guarantees shall be
      applied to satisfy unpaid claims of Party B with
  priority.

            


    

    
      	
            	
              VIII.

            	
              If
      principal contracts are not concluded, do not come into effect, become
      null and void in whole or part, or are canceled or rescinded, and if Party
      A and the debtor are not the same person, Party A shall, to the extent of
      guarantee scope as specified hereunder, bear joint and several liability
      together with the debtor for the obligations arising out of the return of
      properties by or the indemnification of losses by the
    debtor.

            


    

    
      	
            	
              IX.

            	
              Party
      A has fully recognized risks from exchange rates. If interest accruals,
      penalties and compound interests payable by the debtor are increased after
      Party B adjusts the rates, the interest bearing or settlement methods
      pursuant to principal contracts or based on changes of national rate
      policies, Party A shall bear joint and several liability for the extra
      part as well.

            


    

    
      	
               
      

            	
              X.

            	
              If
      the debtor, in addition to the obligations under the principal contracts,
      bears other due obligations to Party B, Party B shall be entitled to apply
      the debtor's funds in RMB or other currencies under its accounts opened
      with China Construction Bank to satisfy any obligations due to Party B in
      the first instance, and whereby Party A's guarantee liability shall not be
      reduced or released.

            


    

    


    
      	
              Article
      10

            	
              Breaching
      Liability

            


    

    


    
      	
               
      

            	
              I.

            	
              Breaching
      Liability of Party A

            


    

    
      	
               
      

            	
              (I)

            	
              If
      Party A breaches any provision hereof, or if any of its representations or
      warranties is false, wrong or misunderstanding, Party B shall be entitled
      to take one or more of the following
measures:

            


    

    
      	
               
      

            	
              i.

            	
              Request
      Party A to correct its breaches within the given time
    limit;

            


    

    
      	
               
      

            	
              ii.

            	
              Request
      Party A to provide new guarantees;

            


    

    
      	
               
      

            	
              iii.

            	
              Request
      Party A to indemnify losses;

            


    

    
      	
               
      

            	
              iv.

            	
              Dispose
      the Collaterals;

            


    

    
      	
               
      

            	
              v.

            	
              Take
      other remedial measures as permitted by
laws.

            


    

    
      	
               
      

            	
              II.

            	
              Party
      B shall be entitled to dispose proceeds from the disposal of the
      Collaterals through any of the methods as specified in (II) to (IV) of
      Paragraph V of Article 6, for which Party A shall assist to complete
      applicable formalities.

            


    

    
      	
            	
              III.

            	
              Party
      B shall be entitled to request Party A to bear the joint and several
      liabilities within the mortgages as specified in this Contract with the
      debtor if the mortgages are not created or values of the Collaterals are
      reduced or Party B fails to realize the mortgages in full or in a timely
      manner for Party A's reasons, and if Party A and the debtor are not the
      same person.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              IV.

            	
              Breaching
      Liability of Party B

            


    

    If title
certificates of the Collaterals delivered by Party A are lost due to default of
Party B, or if Party B fails to return such certificates in a timely manner
after the obligations under the principal contracts are paid, or if Party B
fails to assist to cancel mortgage registration according to law as requested by
Party A, Party A shall be entitled to take one or more of the following
measures:

    
      	
               
      

            	
              (I)

            	
              Request
      Party B to bear fees for re-obtaining title certificates of the
      Collaterals;

            


    

    
      	
               
      

            	
              (II)

            	
              Request
      Party B to return title certificates of the Collaterals within the given
      time limit, or assist Party A to cancel the mortgage
      registration.

            


    

    


    
      	
              Article
      11

            	
              Miscellaneous

            


    

    


    
      	
               
      

            	
              I.

            	
              Bearing
      of Fees

            


    

    Unless
otherwise as agreed by the parties, all fees (including but not limited to such
fees arising out of possession, management, disposal, registration, public
notary, insurance, transport, storage, custody, appraisal, repairs, maintenance,
auction and transfer) in relation to this Contract and the Collaterals hereunder
shall be borne by Party A.

    


    
      	
               
      

            	
              II.

            	
              Drawing
      of Payables

            


    

    As for
all the payables by Party A under this Contract, Party B shall be entitled to
draw corresponding money in RMB or other currencies from Party A's accounts
opened with China Construction Bank without any further prior notice to Party A.
If foreign exchange settlement or purchase-and-sale of foreign exchanges is
required, Party A shall be obligated to assist Party B to complete the same at
the exchange rate risks of Party A.

    


    
      	
            	
              III.

            	
              Use
      of Party A's Information

            


    

    Party A
accepts and acknowledges that (i) Party B may search Party A's credit standing
information in the credit database established upon approval of People's Bank of
China and the competent credit standing departments or via relevant entities or
departments, and (ii) Party B may provide Party A's credit standing information
to such credit database established upon approval of People's Bank of China and
the competent credit standing departments. Meanwhile, Party A agrees that Party
B may reasonably use and disclose Party A's information as well based on its
business.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              IV.

            	
              Collection
      by Announcement

            


    

    In the
event of any breach by Party A, Party B shall be entitled to report any such
breach to relevant departments or entities, or to announce the collection via
news medias.

    


    
      	
               
      

            	
              V.

            	
              Validity
      of Evidences of Party B's Records

            


    

    Save for
reliable and determinable contrary evidences, Party B's internal accounting
records on principals, interest accruals, expenses and repayment, its documents
and vouchers produced or remained by Party B in the business of drawing,
repayment and payment of interest accruals by the debtor, and its records and
vouchers on collection of loans by it, shall constitute definite evidences for
claims under the principal contracts. And Party A shall not have any objection
only based on the facts that the above records, documents and vouchers are
produced or remained by Party B unilaterally.

    
      	
            	
              VI.

            	
              Reservation
      of Rights

            


    

    Party B's
rights under this Contract shall be without any prejudice to any of its other
rights as provided in laws, regulations and other contracts. Any tolerance,
grace, favor to any breach, delay, or any extension for exercise of rights
hereunder shall not be deemed to waive any rights or benefits hereunder, nor to
acknowledge or accept any breach of this Contract, nor affect, prevent or hinder
any further exercise of such rights or exercise of any other rights, nor cause
Party B to bear obligations or liabilities to Party A.

    


    Even if
Party B fails to exercise or delays in exercising any rights under principal
contracts or fails to exhaust any remedies under principal contracts, Party A's
guarantee liability hereunder shall not be reduced or released. However, Party
A's guarantee liability hereunder shall be reduced or released accordingly if
Party B reduces or releases the obligations under principal
contracts.

    
      	
            	
              VII.

            	
              Party
      B shall be well notified promptly if Party A is divided or dissolved, or
      goes into bankruptcy proceedings, or its registration is withdrawn or
      cancelled, or its business license is cancelled, or the Collaterals are
      destroyed, lost, damaged or apart from Party A's control due to natural
      factors or a third party's acts, or ownership of the Collaterals is under
      dispute or the title certificates (certifications) are
      cancelled.

            


    

    
      	
            	
              VIII.

            	
              Dissolution
      or Bankruptcy of Debtor

            


    

    If Party
A becomes aware of dissolution or bankruptcy proceedings against the debtor, it
shall promptly inform Party B to report is claims. Meanwhile, it shall take part
in such dissolution or bankruptcy proceedings in a timely manner for
pre-exercising its recourse rights. If Party A becomes aware of, or should have
become aware of, such dissolution or bankruptcy proceedings, but if it fails to
pre-exercise its recourse rights in a timely manner, it shall bear losses caused
to it arising therefrom.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
the provision of the second paragraph of VI of this Article, if Party B and the
debtor enter into an arrangement or agree on restructuring plans in the
bankruptcy proceedings against the debtor, Party B's rights hereunder shall not
be damaged by virtue of any such arrangement or restructuring plans, and whereby
Party A's guarantee liability hereunder shall not be reduced or released. Party
A shall not defense against Party B's claims based on any such arrangement or
restructuring plans. Party B shall have the right to request Party A to pay off
the claims that have been compromised by Party B in any such arrangement or
restructuring plans, but not paid by the debtor.

    
      	
            	
              IX.

            	
              Dissolution
      or Bankruptcy of Party A

            


    

    If Party
A is dissolved or becomes bankrupt, Party B shall be entitled to take part in
dissolution or bankruptcy proceedings against Party A, and to report its claims,
even if Party B's claims under the principal contracts do not become
due.

    


    
      	
               
      

            	
              X.

            	
              Party
      A shall send a timely written notice to Party B specifying any change of
      its mailing address or contact methods, and shall bear losses arising out
      of its failure to send such notice in a timely
  manner.

            


    

    
      	
            	
              XI.

            	
              If
      Party A or the debtor fails to comply with laws, regulations or rules
      concerning environmental protection, energy savings or emission reduction,
      pollution reduction, or may meet energy consumption or pollution risks,
      Party B shall be entitled to perform its guarantees hereunder in advance,
      and to take other remedial measures as provided in this Contract or
      laws.

            


    

    
      	
            	
              XII.

            	
              Effectiveness

            


    

    This
Contract comes into effect after it is signed, or affixed with common seal, by
Party A's legal representative (responsible officer) or authorized agent, and
signed, or affixed with common seal, by Party B's responsible officer or
authorized agent.

    


    
      	
              Article
      12

            	
              Collaterals
      List

            


    

    Please
refer to Article 19 hereof.

    


    
      	
              Article
      13

            	
              Representations
      and Warranties by Party A

            


    

    
      	
               
      

            	
              I.

            	
              Party
      A has clearly known and understood the scope of business, and authorized
      powers, of Party B.

            


    

    
      	
               
      

            	
              II.

            	
              Party
      A has already read this Contract and all terms of principal contracts.
      Meanwhile, Party B has made interpretation for certain terms of this
      Contract and principal contracts at the request of Party A. And Party A
      has fully known and understood the meanings of, and legal consequences
      that may arise from, the terms of this Contract and principal
      contracts.

            


    

    
      	
            	
              III.

            	
              Party
      A is eligible to act as a guarantor, and its guarantees hereunder conform
      to laws, administrative regulations, rules, and its articles of
      association or internal organization documents. Meanwhile, its guarantees
      hereunder have been approved by its internal authoritative organizations
      and/or authoritative authorities of the State. Party A shall be liable for
      all liabilities arising out of unauthorized execution of this Contract by
      it, including but not limited to full indemnifications for losses caused
      to Party B.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              IV.

            	
              Party
      A confirms that it has fully known and understood assets, obligations,
      operation, credit and reputation of the debtor, and eligibility and
      authorities of the debtor to sign the principal contracts, and all
      contents contained in principal
contracts.

            


    

    
      	
               
      

            	
              V.

            	
              Party
      A owns and has the right to dispose the Collaterals according to law. The
      Collaterals are not the public facilities, which are not allowed to be
      circulated or transferred; and no dispute on the ownership of the
      Collaterals exists.

            


    

    
      	
            	
              VI.

            	
              The
      Collaterals are not co-owned, or the mortgages hereunder have been agreed
      on by other co-owners in writing if the Collaterals are
      co-owned.

            


    

    
      	
            	
              VII.

            	
              The
      Collaterals are free of any defect or encumbrance that has not been
      notified to Party B in writing, including but without limitation as
      follows: the Collaterals are limited for circulation, sealed, seized,
      monitored, leased or created a lien; or the acquisition prices, repair and
      maintenance fees, construction prices, national taxes, considerations for
      the grant of land use right, damages, of and arising out of the
      Collaterals are owed in arrears; or any guarantees are created on the
      Collaterals in favor of a third
party.

            


    

    
      	
            	
              VIII.

            	
              All
      data and information provided to Party B by Party A in relation to the
      Collaterals is true, lawful, accurate and
  complete.

            


    

    
      	
            	
              IX.

            	
              The
      grant of the mortgages by Party A shall not damage legal benefits of any
      third party, nor go against legal and agreed obligations of Party
      A.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Special
Terms and Conditions

    


    This
Maximum Mortgage Contract is numbered as “2009 Jian
Quan Shi Gao Di Zi, No. 28”.

    


    
      	
              Article
      14

            	
              Particulars
      of Contractors

            


    

    


    Mortgagor
(Party A): Shishi Feiying Plastic Co., Ltd.

    Residence:
Longshan Development Area, Hanjiang Town, Shishi City

    Zip Code:
362700

    Legal
Representative (Responsible Officer): Wu Licong

    Fax:
88682828

    Tel:
88681828

    


    Creditor
(Party B): China Construction Bank Shishi Branch

    Residence:
No. 1865, 87 Road, Shishi City

    Zip Code:
362700

    Responsible
Officer: Chen Yixin

    Fax:
0595-88595137

    Tel:
0595-88595195

    


    Whereas,
Party B and the Debtor will sign and/or have signed RMB borrowing contracts,
foreign exchange borrowing contracts, bank acceptance agreements, L/C opening
contracts, L/G issuance agreements and/or other legal documents for consecutive
credit business under (I), (II), (III) and
(V) below in favor of Shishi Feiying Plastic Co.,
Ltd. (“Debtor”)
from December 02,
2009 to December 02, 2011
(“Period for Determining
Claims”). The above contracts, agreements and/or other legal documents
signed in the Period for Determining Claims shall be collectively referred as
“Principal
Contracts”.

    
      	
              (I)

            	
              Issue
      loans in RMB/foreign exchanges;

            


    

    
      	
              (II)

            	
              Accept
      commercial drafts;

            


    

    
      	
              (III)

            	
              Open
      L/C;

            


    

    
      	
              (IV)

            	
              Issue
      L/G;

            


    

    
      	
              (V)

            	
              Other
      credit business: domestic factoring,
      trade financing facility.

            


    

    


    Party A
is willing to grant the Maximum Mortgage for all of the Debtor's obligations
under the Principal Contracts. This Contract is entered into by Party A and
Party B in accordance with applicable laws, regulations and rules through
negotiation for common compliance.

    


    
      	
              Article
      15

            	
              Provisions
      for II of Article 2

            


    

    The
maximum amount under the Maximum Mortgage hereunder shall be RMB Thirty-five Million
(in words) only. If Party A has performed its guarantee obligations pursuant to
this Contract, such maximum amount shall be reduced accordingly based on the
amount paid.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Article
      16

            	
              Other
      Provisions

            


    

    
      	
              i.

            	
              Not
      Applicable

            


    

    


    
      	
              Article
      17

            	
              Dispute
      Resolutions

            


    

    Any
dispute arising out of performance of this Contract may be resolved through
negotiation by the parties; if not reached, any such dispute shall be resolved
subject to the method as specified in i below. During the
lawsuit or arbitration, the terms not involved in the dispute shall be continued
to be performed.

    
      	
               
      

            	
              (I)

            	
              To
      be judged and resolved by the People's Court at the location of Party
      B;

            


    

    
      	
               
      

            	
              (II)

            	
              To
      be arbitrated by                  arbitration
      commission in                       
      in accordance with its rules in force and effect at the time of
      applying for arbitration; the awards shall be final and binding upon the
      parties.

            


    

    


    
      	
              Article
      18

            	
              This
      Contract is made in three
      counterparts.

            


    

    


    
      	
              Article
      19

            	
              Provisions
      for Article 12

            


    

    


    The
Collaterals List under this Contract is as follows:

     

    Collaterals
List

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Name of

                                                Collaterals

                                              	 
      	
                                                Numbers of Title

                                                Certificates and Other

                                                relevant Certificates

                                              	 
      	
                                                Location

                                              	 
      	
                                                Areas or

                                                Quantity

                                              	 
      	
                                                Values of

                                                Collaterals

                                                (RMB 10

                                                Thousand)

                                              	 
      	
                                                Mortgaged

                                                Amount

                                                for Other

                                                Claims

                                                (RMB 10

                                                Thousand)

                                              	 
      	
                                                Remarks

                                              
	
                                                Properties

                                              	
                                                  

                                              	
                                                Property
      Title Certificates numbered as Shi Jian Fang Quan Zheng Han Zi No. 00103,
      00104, 00105 and 00106; Land Certificate Number of State-owned Land Use
      Right Certificate: Shi Han Guo Yong (2005) No. 0046

                                              	
                                                  

                                              	
                                                Building
      A, B, C and D on Land Parcel A of Jiulongshan Development Zone, Hongjue
      Village, Hanjiang Town, Shishi City

                                              	
                                                  

                                              	
                                                Land
      areas: 32,203.27 m2; building areas:
      21,283.76 m2

                                              	
                                                  

                                              	
                                                4021.70

                                              	
                                                  

                                              	
                                                0

                                              	
                                                  

                                              	
                                                Blank

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                Party
      A (common seal): Shishi Feiying Plastic Co., Ltd.

              	 
      	
                Party
      B (common seal): China Construction Bank Shishi Branch

              
	 
      	 
      	 
      
	
                Signed
      by Legal Representative: Wu Licong

              	 
      	
                Signed
      by Responsible Officer:

              
	 
      	 
      	 
      
	
                December
      02, 2009

              	
                  

              	
                December
      02, 2009