Unassociated Document


    Exhibit
10.8

    
 

    Contract
No.: 2008, Shishi (Di) Zi, No. 0080

    
 

    Maximum
Mortgage Contract

    


    Important Notes: This Contract
is entered into by and between the parties on the basis of equal footing and
willingness in accordance with applicable laws and regulations. All terms hereof
reflect true intents of the parties hereto. In order to secure legal rights of
the Mortgagor, the Mortgagee hereby reminds the Mortgagor of reading the terms
in boldface in a careful manner, and of paying close attention to the meanings
of such terms.

    


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

    


    
      Mortgagee:
Industrial and
Commercial Bank of China, (Shishi City Branch)
(“Party
A”)

    

    Responsible
Officer: Cai
Wufeng                                                                         
  

    Business
Address: ICBC
Building, 87 Road, Shishi
City                                  
   

    Tel and
Fax: 0595-88953264                                                                                     

    


    And

    


    Mortgagor:
Shishi Changsheng
Shoes Industry Co., Ltd.  (“Party B”)

    Legal
Representative: Hong
Jianghan                                                                 


    
      Business
Address or Residence: Longshan Development Area,
Hanjiang Town, Shishi City

    

    Tel and
Fax:_____________________________________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
ensuring Party A's claims, Party B is willing to provide Party A with mortgage
guarantee (counter guarantee).

    


    This
Contract is entered into by and between Party A and Party B in order to define
their respective rights and obligations, through negotiation based on equal
footing, in accordance with the Contract Law, the Guarantee Law, the Property Law and other
applicable laws and regulations.

    


    
      Article
1    Guaranteed
Principal Claims

    

    


    
      	
              1.1

            	
              Principal
      claims guaranteed by Party B shall be the claims against the Debtor under
      borrowing contract, bank acceptance agreement, L/C opening contract,
      guarantee agreement and other financing documents (“Principal Contracts”)
      between Party A and Shishi Feiying Plastic
      Co., Ltd. (“Debtor”), for the
      maximum balance to the extent of RMB 5,000,000.00
      (RMB Five
      Million, in words) (the amount in words shall prevail in the event
      of any difference between the amount in words and number), from December 24,
      2008 to December 15,
      2010 (including commencement date and expiry date) (“Effective Term”),
      irrespective of whether such claims become due during the above period, or
      of whether such claims have occurred before the maximum mortgage is
      created.

            


    

    
      	
              1.2

            	
              The
      above “Maximum
      Balance” shall mean the total balances of the claims in RMB
      converted from different foreign exchanges at the middle price of foreign
      exchange published by Party A on the date when the Principal Claims under
      Party A's guarantee liability are
determined.

            


    

    


    
      Article
2    Guaranteed
Scope

    

    


    Party B's
Maximum Mortgage covers principals of Principal Claims, interest accruals
thereon, penalties, compound interests, liquidated damages, damages and fees
used for realization of the mortgages (including but not limited to court fees,
attorney's fees, and appraisal fees). However, the fees used for realization of
the mortgages shall be firstly taken out from revenues of sale of the
collaterals, not included in the Maximum Balance under Article 1.1
hereof.

    


    
      Article
3    Collaterals

    

    


    
      	
              3.1

            	
              Please
      refer to the Collaterals List for details of the Collaterals. Such list
      attached to this Contract shall have the same force and effect with this
      Contract.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2

            	
              Party
      A's mortgages shall be extended to accessory things, accessory rights,
      attachments, additions, natural and legal fruits, substitutes of and
      arising from the Collaterals, and insurance proceeds, damages and
      compensations arising from loss, destruction or forfeiture of the
      Collaterals.

            


    

    
      	
              3.3

            	
              If
      the Collaterals are seized by the People's Court according to law due to
      any failure to perform its due obligations by the Debtor or realization of
      mortgages hereunder, Party A shall be entitled to collect natural and
      legal fruits from the Collaterals from the date of such seizure. And such
      fruits shall be firstly used for paying for collection of the
      same.

            


    

    
      	
              3.4

            	
              The
      agreed values of Collaterals on the Collaterals List shall not be deemed
      as the appraisal grounds for disposal of such Collaterals by Party A, nor
      limit Party A's rights to exercise the
  mortgages.

            


    

    
      	
              3.5

            	
              Unless
      otherwise as provided in the laws, title certificates and relevant
      information of Collaterals shall be kept by Party A after they are jointly
      confirmed by Party A and Party B.

            


    

    
      	
              3.6

            	
              During
      the mortgage, Party B shall keep the Collaterals in good conditions
      without reducing their values by using such Collaterals in an unreasonable
      manner. Meanwhile, Party A shall be entitled to have access to the use of
      Collaterals from time to time.

            


    

    
      	
              3.7

            	
              Party
      B shall promptly inform Party A of any destruction, loss or forfeiture of
      the Collaterals, as well as submit to Party A the certifications
      specifying any such destruction, loss or forfeiture issued by relevant
      competent authorities or department in a timely
  manner.

            


    

    
      	
              3.8

            	
              If
      the Collaterals are destroyed, lost or forfeited, the insurance proceeds,
      damages or compensations obtained by Party B shall be applied to clear the
      Debtor's obligations under the Principal Contracts in advance, or to
      recover values of Collaterals upon consents of Party A, or shall be
      deposited into an account as designated by Party A, so as to guarantee
      performance of obligations under the Principal Contracts. The values of
      Collaterals that have not been reduced shall be applied to guarantee the
      Principal Claims.

            


    

    
      	
              3.9

            	
              Party
      B shall cease any of its activities that is enough to reduce values of the
      Collaterals; if values of the Collaterals are reduced due to any such
      activities, it shall be obligated to recover values of the Collaterals, or
      provide other collaterals whose values equal to the reduced
      values.

            


    

    


    
      Article
4    Registration
of Mortgage

    

    


    The
parties shall complete the mortgage registration with relevant mortgage
registrar within ten days after this Contract is signed. Party A and Party B
shall complete the changes in registration in a timely manner if the registered
particulars are changed and it is required to complete the changes in
registration according to law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Article
5    Insurance

    

    


    
      	
              5.1

            	
              Party
      B shall insure the Collaterals at the request of Party A within fifteen
      days after this Contract is signed. If the insurance for Collaterals
      cannot be completed once off due to reasons attributable to the insurer,
      Party B shall promptly complete insurance formalities to ensure continuous
      property insurance for the Collaterals during the Effective
      Term.

            


    

    
      	
              5.2

            	
              It
      is required to name Party A as the preferred beneficiary (the first
      beneficiary) in the policies at the time of occurrence of insured
      accidents. The insurer shall directly pay insurance proceeds to Party A.
      No provisions limiting Party A's benefits shall be contained in such
      policies.

            


    

    
      	
              5.3

            	
              Party
      B shall not cease or cancel the insurance during the Effective Term. If
      Party B ceases the insurance, Party A shall be entitled to insure the
      Collaterals at sole costs of Party
B.

            


    

    
      	
              5.4

            	
              If
      the Collaterals meet any insured accidents during the Effective Term, the
      insurance proceeds shall be disposed subject to Article 3.8
      hereof.

            


    

    


    
      Article
6    Determination
of Principal Claims

    

    


    The
claims under the Maximum Mortgage shall be determined under any of the following
circumstances:

    


    
      	
              A.

            	
              Effective
      Term under Article 1.1 expires;

            


    

    
      	
              B.

            	
              It
      is impossible for new claims to
occur;

            


    

    
      	
              C.

            	
              Mortgaged
      properties have been sealed and/or
seized;

            


    

    
      	
              D.

            	
              The
      Debtor and/or Party B has been declared as bankrupt or has been
      cancelled;

            


    

    
      	
              E.

            	
              Other
      circumstances as provided for determination of claims by the
      laws.

            


    

    


    
      Article
7    Floating
Mortgage

    

    


    
      	
              7.1

            	
              Party
      B shall create the mortgages on its existing and future production
      equipment, raw materials, semi-finished products and products. The
      mortgaged properties shall be determined under any of the following
      circumstances:

            


    

    


    
      	
              A.

            	
              Party
      A's claims are not satisfied when the period for performance of
      obligations becomes expiry;

            


    

    
      	
              B.

            	
              Party
      B has been declared as bankrupt or has been
  cancelled;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              C.

            	
              Circumstances
      under Article 8.1 hereof, causing Party A to exercise its mortgage rights,
      have occurred;

            


    

    
      	
              D.

            	
              Other
      circumstances, materially impacting Party A's claims, have
      occurred.

            


    

    


    
      	
              7.2

            	
              If
      Party B creates the Maximum Mortgage on the above properties, other
      provisions hereof shall be applied as well, unless otherwise provided in
      this Article.

            


    

    


    
      Article
8    Realization
of Mortgage

    

    


    
      	
              8.1

            	
              Party
      A has the right to realize the mortgages under any of the following
      circumstances:

            


    

    


    
      	
              A.

            	
              The
      Debtor fails to discharge its obligations when Party A's Principal Claims
      become due (including becoming due
earlier);

            


    

    
      	
              B.

            	
              Party
      B fails to recover values of the Collaterals or provide other collaterals
      whose values equal to reduced values in the event of occurrence of
      circumstances as specified in Article 3.9
  hereof;

            


    

    
      	
              C.

            	
              Party
      B or the Debtor is petitioned for bankruptcy or out-of-business,
      dissolution, liquidation, or suspended for reorganization, or its business
      license is cancelled or withdrawn;

            


    

    
      	
              D.

            	
              Party
      B disposes the Collaterals under the floating mortgages by going beyond
      the arm's length transaction in its production and
    operation;

            


    

    
      	
              E.

            	
              Other
      circumstances as provided by the laws and regulations, according to which
      Party A may realize the mortgages.

            


    

    


    
      	
              8.2

            	
              When
      realizing the mortgages, Party A may be indemnified with priority from the
      proceeds arising out of auction of the Collaterals, or offset obligations
      owed by the Debtor by appraised prices of the Collaterals, based on its
      negotiation with Party B. If the parties fail to agree on realization of
      mortgages, Party A may directly apply to the People's Court for disposing
      the Collaterals by auction or
sales.

            


    

    
      	
              8.3

            	
              If
      currency of the proceeds from disposal of the Collaterals is different
      from such currency as set forth in the Principal Contracts, it is required
      to satisfy Party A's claims after such proceeds are converted into the
      money in currency of the Principal Contracts at applicable exchange rate
      published by Party A.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Article
9    Representations
and Warranties by Party B

    

    


    Party B
hereby represents and warrants to Party A as follows:

    


    
      	
              9.1

            	
              Party
      B is the owner, or the manager authorized by the State, of the Collaterals
      hereunder, and it has full rights to dispose the Collaterals. No dispute
      in respect of ownership, right to use, or right to operate and manage on
      the Collaterals is existing. Party B has obtained authorization or
      approvals necessary to the mortgages pursuant to procedures and authority
      as set forth in its articles of association, without any violation of
      laws, regulations and other
provisions.

            


    

    
      	
              9.2

            	
              If
      it is a listed company or a subsidiary controlled by a listed company, it
      shall disclose the guarantees in a timely manner as required by the Securities Law, the
      Listing Rules of Stock
      Exchange, and other applicable laws, regulations and
      rules.

            


    

    
      	
              9.3

            	
              It
      is willing to create the mortgages in favor of the Debtor, and all of its
      intents hereunder is its true
intends.

            


    

    
      	
              9.4

            	
              The
      Collaterals can be created with mortgages according to law without any
      limitations.

            


    

    
      	
              9.5

            	
              If
      there are defects on the Collaterals, such defects have been reasonably
      stated in any respect.

            


    

    
      	
              9.6

            	
              The
      Collaterals have not been sealed, seized or
  monitored.

            


    

    
      	
              9.7

            	
              If
      the Collaterals have been leased in part or whole, the mortgages have been
      well notified to the Lessee, and such lease has been notified to Party A
      in writing.

            


    

    
      	
              9.8

            	
              No
      mortgage has been created on the Collaterals in favor of other creditors;
      or such mortgage has been well notified to Party A in writing if any such
      mortgage was created.

            


    

    
      	
              9.9

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

            


    

    


    
      Article
10    Undertakings
by Party B

    

    


    Party B
hereby undertakes to Party A as follows:

    


    
      	
              10.1

            	
              Party
      B shall continue to perform its guarantee liability hereunder without its
      further consents under any of the following
  circumstances:

            


    

    
      	
              A.

            	
              Party
      B's guarantee liability has not been increased if Party A and the
      principal Debtor change the Principal Contracts through
      negotiation;

            


    

    
      	
              B.

            	
              Party
      A transfers the Principal Claims and the Maximum
  Mortgage.

            


    

    


    
      	
              10.2

            	
              Without
      prior written consents of Party A, it shall not re-create any mortgage or
      charge on the Collaterals in any way, nor lease, transfer or present the
      Collaterals to any third party; however, the Collaterals shall be
      prevented from any damage.

            


    

    
      	
              10.3

            	
              Party
      B shall bear all fees, including but not limited to insurance fees,
      appraisal fees, estimation fees, registration charges and other relevant
      fees, arising out of conclusion and performance of this
      Contract.

            


    

    
      	
              10.4

            	
              If
      the mortgages granted to Party A are being or may be damaged by any third
      party, Party B shall send a timely notice to Party A and assist to hold
      Party A harmless.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.5

            	
              When
      Party A realizes the mortgages, Party B shall cooperate in an active
      manner without giving any limitations against such
      realization.

            


    

    
      	
              10.6

            	
              Party
      B shall inform Party A in a timely manner under any of the following
      circumstances:

            


    

    


    
      	
              A.

            	
              It
      changes or replaces its articles of association, scope of business, legal
      representative or equity;

            


    

    
      	
              B.

            	
              It
      is out of business, or it is dissolved or comes into liquidation, or it is
      suspended for reorganization, or its business license is canceled or
      withdrawn, or it is petitioned for
bankruptcy;

            


    

    
      	
              C.

            	
              It
      is being or may be involved in material economic disputes, suits and
      arbitrations, or its properties have been sealed, seized or
      monitored;

            


    

    
      	
              D.

            	
              If
      Party B is a natural individual, its address, employer and contact methods
      are changed.

            


    

    


    
      	
              10.7

            	
              Party
      B shall accept and sign written notices from Party A in a timely
      manner.

            


    

    
      	
              10.8

            	
              If
      other guarantees are created in favor of Party A's Principal Claims,
      irrespective of whether such other guarantees are granted by the Debtor or
      a third party, Party A shall be entitled to determine the orders for
      realizing the guarantees at its own discretions, and Party B hereby
      undertakes not to bring any defense against any such determination. If
      Party A waives, changes or loses its benefits in other guarantees, Party
      B's guarantee liability shall not become null and void, nor reduced, but
      remain effective.

            


    

    


    
      Article
11    Undertakings
by Party A

    

    


    Party A
hereby undertakes to Party B as follows:

    


    
      	
              11.1

            	
              Unless
      otherwise as provided in laws, regulations and rules, Party A shall keep
      confidential relevant documents, financial information, and other
      undisclosed information in relevant materials, submitted by Party B in
      performance of its obligations
hereunder.

            


    

    
      	
              11.2

            	
              The
      balance shall be returned to Party B in a timely manner if there is any
      such balance after all obligations under the Maximum Mortgage are paid
      from the proceeds generated from disposal of the
    Collaterals.

            


    

    


    
      Article
12    Breach

    

    


    
      	
              12.1

            	
              Any
      party shall be deemed to breach this Contract if it fails to perform any
      of its obligations hereunder or breaches any of its representations,
      warranties and undertakings hereunder after this Contract comes into
      effect. In such case, it shall indemnify the losses caused to the other
      party.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              12.2

            	
              Unless
      otherwise as provided in this Contract, the other party shall be entitled
      to take any other measures as specified in laws, regulations and rules of
      the PRC if any party breaches this
Contract.

            


    

    


    
      Article
13    Effectiveness,
Modification and Termination

    

    


    
      	
              13.1

            	
              This
      Contract comes into effect from the date of the signing of it, and ends on
      the date when all of Party A's Principal Claims has been
      satisfied.

            


    

    
      	
              13.2

            	
              Any
      modification to this Contract shall be negotiated, made in writing, and
      agreed on by the parties. Any such modification terms or agreements shall
      be integral to this Contract, and shall have the same force and effect
      with this Contract. Except for those terms as modified, the remaining
      provisions hereof shall remain effective. However, original terms hereof
      shall remain effective before those modified terms come into
      effect.

            


    

    
      	
              13.3

            	
              If
      any provision of this Contract becomes void or unenforceable, the validity
      or enforcement of the remaining provisions hereof, or the validity of the
      whole Contract shall not be affected in any
way.

            


    

    
      	
              13.4

            	
              Any
      modification to and/or any termination of this Contract shall not affect
      either party's rights to claim indemnification. And any termination of
      this Contract shall not affect the validity of the terms in relation to
      the dispute resolutions.

            


    

    


    
      Article
14    Dispute
Resolutions

    

    


    Conclusion,
validity, interpretation, performance of, and dispute resolutions arising out
of, this Contract shall be governed by the laws of the PRC. Any controversy or
dispute arising out of or in relation to this Contract shall be resolved through
negotiation by the parties hereto; if not reached, any such dispute shall be
resolved according to the method as set forth in B below:

    


    
      	
              A.

            	
              To
      be arbitrated by    /   arbitration
      commission; and the arbitration will be conducted in   /  (place
      of arbitration) in accordance with the arbitration rules in force and
      effect at the time of applying for such arbitration. The awards shall be
      final and binding upon the parties.

            


    

    
      	
              B.

            	
              To
      be judged and resolved by the court at the location of Party
      A.

            


    

    


    
      Article
15    Miscellaneous

    

    


    
      	
              15.1

            	
              Without
      prior written consents of Party A, Party B shall not transfer the whole or
      part of its rights or obligations
hereunder.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              15.2

            	
              Any
      failure to exercise in whole or part, or any delay to exercise any of its
      rights hereunder by Party A, shall not constitute a waiver or change of
      such rights or any other rights, nor affect further exercise of such
      rights or any other rights by it.

            


    

    
      	
              15.3

            	
              Party
      A shall be entitled, in accordance with relevant laws, regulations or
      other regulatory documents or requirements of finance regulatory
      institutes, to provide information in relation to this Contract and other
      relevant information to the basic credit information database of People's
      Bank of China or other credit database established according to law for
      search and use by eligible institutes or individuals. Meanwhile, Party A
      shall be entitled to search relevant information of Party B through basic
      credit information database of People's Bank of China or other credit
      database established according to law for purpose of conclusion and
      performance of this Contract.

            


    

    
      	
              15.4

            	
              This
      Contract is made in three
      originals with Party A, Party B and the registration
      department holding one original respectively, and each original
      shall have the same force and effect with the other
    originals.

            


    

    


    
      Article
16    Other
Provisions

    

    


    
      	
              16.1

            	
              If the re-evaluated
      values on the Collaterals multiplying the mortgage rate as specified in
      the mortgage contract are less than the balance of the loan during the
      loan, the borrower shall repay the loans in advance or add other
      collaterals; otherwise, we shall be entitled to dispose the Collaterals
      according to law.

            


    

    
      	
              16.2

            	
              Protective terms in
      relation to the reminding of related risks shall be applicable to this
      Contract.

            


    

    


    Appendix:
Collaterals List

    


    
      Party A:
Industrial and
Commercial Bank of China, (Shishi City Branch)
(common seal)

    

    Signed or
sealed by Authorized Signatory: Cai
Wufeng                                 


    


    Party B:
Shishi Changsheng
Shoes Industry Co., Ltd.

    Legal
Representative (Authorized Agent): Hong
Jianghan

     

    Signed or
Sealed by Co-owners of Collaterals:_____________

    Date:
December 24, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Under the
Maximum Mortgage Contract (2008 Shishi (Di) Zi No.
0080)

    


    Collateral
List

    
      
        
          
            
              	
                    	 	 	 	 	 	
                      Unit:
      RMB (Ten
      Thousand)           

                    	 	 	 	 	 
	
                            
                        Name

                      

                    	 
      	
                            
                        Title
      Certificates

                      

                    	 
      	
                            
                        Location

                      

                    	 
      	
                            
                        Conditions

                      

                    	 
      	
                            
                        Appraised
Values

                      

                    	 
      	
                      
                        Mortgaged
Amount
      for
Other
Claims

                      

                    	 
      	
                      
                        Others

                      

                    
	
                            
                              
                          Shishi
      Changsheng Shoes Industry Co.,
    Ltd.

                        

                      

                    	
                        

                    	
                            
                              
                          Shi
      Han Guo Yong (2004) No. 0036; Shi Fang Quan Zheng Han Jiang Zi No. 00421;
      Shi Fang Quan Zheng Han Jiang Zi No.
      00422

                        

                      

                    	
                        

                    	
                            
                              
                          Building
      A and C in Jiulongshan Development Zone, Hongjue Village, Hanjiang Town,
      Shishi City

                        

                      

                    	
                        

                    	
                            
                              
                          Land use right
      granted for industry; land areas: 6370.30 m2;
      framework structure; building areas: 7079.72m2

                        

                      

                    	
                        

                    	
                      
                              
                          RMB
      Nine Million

                        

                      

                    	
                        

                    	
                            
                        Not
      Applicable

                      

                    	
                        

                    	 
      


            

          

        

      

    

    
 

    Mortgagor:
Shishi Changsheng
Shoes Industry Co., Ltd. Co-owners (if any):

    


    Legal
Representative (Authorized Agent): Hong
Jianghan

     

    Mortgagee:
Industrial and
Commercial Bank of China, (Shishi City Branch)
(common seal)

    


    Signed or
sealed by Authorized Signatory: Cai
Wufeng

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Appendix       
:

    


    This
Appendix, supplementary to Article 16 “Other Provisions” of the
Maximum Mortgage Contract (2008
Shishi (Di) Zi No. 0080) dated on December 24, 2008, is
specified as follows:

    


    The
Borrower (or other loanees, the same below) shall disclose to the Lender its
relationships and related transactions with its related parties. The Lender
shall be entitled to take remedial measures as provided in this Contract and
laws provided that the Borrower fails to perform its obligations to disclose the
above information, or the Borrower and its related parties meet any of the
following circumstances that may adversely impact its capability to perform its
obligations hereunder.

    


    
      	
              I.

            	
              Financial
      conditions of the Borrower's related parties become
  worse;

            


    

    
      	
              II.

            	
              The
      Borrower or any of its related parties are investigated or imposed with
      punishment by judicial bodies, administrative law enforcement authorities
      and administration departments such as taxation authorities and the
      administration for industry and commerce according to
  law;

            


    

    
      	
              III.

            	
              The
      control or the relationship under control between the Borrower and any of
      its related parties is changed;

            


    

    
      	
              IV.

            	
              Any
      of its related parties is or may be involved in material economic
      disputes, suits and arbitration;

            


    

    
      	
              V.

            	
              Major
      investors and key officers of the Borrower are replaced abnormally, or are
      suspected of violation and crime, and then they are investigated or their
      personal freedom is limited by judicial bodies according to
      law;

            


    

    
      	
              VI.

            	
              Related
      parties of the Borrower meet other circumstances that may adversely impact
      the Borrower.

            


    

    


    In
accordance with the “Accounting Standards for
Enterprises –
Relationship with Related Parties and Disclosure of Related
Transactions”, the “Related Parties” in this Appendix shall
mean:

    


    
      	
               
      

            	
              I.

            	
              Other
      enterprises which are, directly or indirectly, controlled by or control,
      or under the common control with, the
Borrower.

            


    

    
      	
               
      

            	
              II.

            	
              Joint
      venture enterprises of the
Borrower;

            


    

    
      	
               
      

            	
              III.

            	
              Joint
      operating enterprises of the
Borrower;

            


    

    
      	
               
      

            	
              IV.

            	
              Major
      investors and key officers of the Borrower or their close family
      members;

            


    

    
      	
               
      

            	
              V.

            	
              Other
      enterprises that are controlled by major investors and key officers of the
      Borrower or their close family
members.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Other
terms, when used in this Appendix, shall have the same meanings ascertained in
the “Accounting Standards for
Enterprises –
Relationship with Related Parties and Disclosure of Related
Transactions”.

    


    
      Party A:
Industrial and
Commercial Bank of China, (Shishi City Branch)
(common seal)

    

    


    Legal
Representative (or Entrusted Agent): Cai
Wufeng

    Date:
December 24, 2008

    
 

    Party B:
Shishi Changsheng
Shoes Industry Co., Ltd.

    


    Legal
Representative (Responsible Officer or Entrusted Agent): Hong
Jianghan

    Date:
December 24, 2008

    


    Registration
Seal of Shishi Property Registration Trade Center for Mortgage-related Borrowing
Contract

    Mortgage
Registration Number: 082539