Unassociated Document


    


    Maximum
      General Facility Agreement

    Agreement
      No: (Shenzhen Central) Nongyin Shou(2007)0925

    


    Borrower:
      Shenzhen
      Fuqi Jewelry Co., Ltd. (“Party
      A”)

    


    Lender:
      Agriculture
      Bank of China  (“Party
      B”)

    


    In
      Accordance of the relevant laws, rules and regulations of the PRC, Party A
      and
      Party B have agreed mutually to enter into this agreement
      (“Agreement”).

    


    
      	
              I.

            	
              The
                “Maximum
                General Facility”
                represents the maximum available credit, which Party A may utilize
                for
                designated core business purpose within the period
                specified.

            


    

    


    
      	
              II.

            	
              Details
                of Facility

            


    

    
      	 	
              a.

            	
              The
                Maximum General Facility granted to Party A by Party B is RMB
                One Hundred Million,
                therein:

            


    

    
      	 	
              i.

            	
              Facility
                for foreign currency loan is equivalent to RMB
                One Hundred Million,
                whereas, facility for foreign currency should not exceed (US Dollar
                (Not
                applicable) equivalent.

            


    

    
      	 	
              ii.

            	
              Facility
                granted for non-core business is equivalent (RMB(Not applicable)),
                whereas, facility for the foreign currency should not exceed (US
                Dollar
                (Not applicable )) equivalent.

            


    

    
      	 	
              b.

            	
              Maximum
                General Facility granted should be applied to the following scope(s)
                of
                the business:

            


    

    
      	
              R
                CNY/Foreign currency loan 

            	
              □Commercial
                Bills of Acceptance

            
	
              □Discount
                Bills 

            	
              □Guarantee

            
	
              □Import
                Bills

            	
              □Export
                Bills

            
	
              □Bank
                Guarantee 

            	
              □Other
                business: _________________________.

            


    

    


    
      	 	
              c.

            	
              The
                term of the facility granted commences from September 27, 2007 and
                terminates on September 26, 2008. This
                term only applies to new withdraw covered by this facility. Expiration
                day
                of this Agreement will not affect the maturity day of drawn
                facility.

            


    

    
      	 	
              d.

            	
              The
                commencement day, maturity day, amount, interest, rate of individual
                draw
                down agreement covered by this facility should refer to particular
                individual agreement.

            


    

    


    
      	
              III.

            	
              Application
                of the facility

            


    

    
      	 	
              a.

            	
              Party
                A needs to submit application to Party B for each individual facility
                draw
                down covered by facility granted. Party B reserves the right to approve
                each individual application in accordance with the availability of
                liquidity reserve and current financial situation of Party B. Upon
                approval of each application, both parties should enter into a separate
                agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              b.

            	
              Within
                the term agreed upon in this Agreement, Party A can apply to recurrently
                using the available facility granted provided that the total outstanding
                facility granted shall not exceed the Maximum General Facility granted
                under this Agreement. The granted foreign currency facility can be
                applied
                to the non-core business of Party A, but the facility granted to
                other
                business shall not apply to the foreign
                currency.

            


    

    
      	 	
              c.

            	
              Upon
                expiration of this facility agreement, any unutilized facility will
                be
                cancelled automatically.

            


    

    


    
      	
              IV.

            	
              Adjustment
                of Facility

            


    

    Party
      B
      reserves the right to adjust or terminate the Maximum General Facility, if
      Party
      B may suffer a damage under any one of the following conditions:

    
      	 	
              a.

            	
              Adverse
                change in market condition in which Party A is operating or material
                change in monetary policy of the
                country.

            


    

    
      	 	
              b.

            	
              Party
                A is operating in highly unfavorable administrative or financial
                condition

            


    

    
      	 	
              c.

            	
              Party
                A involves a material litigation, arbitration, or material default
                with
                other creditors.

            


    

    
      	 	
              d.

            	
              Repayment
                ability of the guarantor of this Agreement is degraded, the
                collaterals are
                destroyed, or the value is substantially
                depreciated.

            


    

    
      	 	
              e.

            	
              Party
                A expresses, by word or by action, the intention of breaching this
                Agreement or individual agreement of draw
                downs.

            


    

    
      	 	
              f.

            	
              Party
                A forfeits its credit standing. 

            


    

    
      	 	
              g.

            	
              The
                principal of Party A has been involved in crime, or the property
                of Party
                A is sealed up or detained.

            


    

    
      	 	
              h.

            	
              Party
                A transfers its property, withdraws the capital, avoids the liability
                and
                engages in other actions that damage the rights and interests of
                Party
                B.

            


    

    
      	 	
              i.

            	
              Party
                A defaults this Agreement, or any other individual
                Agreement.

            


    

    
      	 	
              j.

            	
              Other
                conditions that the Party A forfeits or may forfeit the ability of
                executing this Agreement.

            


    

    


    
      	
              V.

            	
              The
                right and responsibility of the Party A
                include:

            


    

    
      	 	
              a.

            	
              The
                right to draw down up to the maximum facility granted in this
                Agreement.

            


    

    
      	 	
              b.

            	
              Opening
                the settlement account with Party B and handling business transactions
                arising from the using of this
                facility.

            


    

    
      	 	
              c.

            	
              Providing
                Party B with accurate and complete quarterly financial reports ,
                all
                banking information such as name(s) of bank, account number(s), deposit
                and loan balances and actively cooperating with Party B for inspection
                and
                monitoring.

            


    

    
      	 	
              d.

            	
              Compliance
                of terms in this Agreement and individual
                agreement.

            


    

    
      	 	
              e.

            	
              If
                the maximum facility is lowered by effect of foreign exchange rate
                change,
                Party A should immediately return the amount exceeding the maximum
                facility, or pay the corresponding guarantee
                money.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              f.

            	
              Under
                the following circumstances, written notice should be submitted to
                Party B
                within five days to secure the interest of Party
                B:

            


    

    
      	 	
              i.

            	
              Change
                of the affiliated relationship, change of top management, or modification
                of the company articles of association or corporate
                structure.

            


    

    
      	 	
              ii.

            	
              Cease
                of business, deregistration, repeal of business licenses, or winding
                up.

            


    

    
      	 	
              iii.

            	
              Insolvency,
                material difficulties in the production and market, or material litigation
                and arbitration.

            


    

    
      	 	
              iv.

            	
              Change
                of company name, domicile, legal representative, or
                contacts.

            


    

    
      	 	
              v.

            	
              Other
                matters producing material and adverse effect on the execution of
                this
                Agreement by Party B.

            


    

    
      	 	
              g.

            	
              The
                following action should be firstly consented by Party B and Party
                A shall
                take whatever measures agreed by Party B in order to allocate the
                repayment of the debt:

            


    

    
      	 	
              i.

            	
              entering
                into contracts, leases, restructuring of share capital, joint venture,
                incorporation, amalgamation, separation, joint investment, assets
                transfer
                or application for suspension of business, dissolution or bankruptcy
                and
                other events, which result in the change of creditor and debtor
                relationship of this Agreement, or effect Party B's
                rights.

            


    

    
      	 	
              ii.

            	
              Providing
                guarantee to a third party or mortgaging or pledging its property
                to a
                third party that will affect the repayment of the facility
                drawn.

            


    

    
      	 	
              h.

            	
              If
                the guarantor ceases its business, cancels its registration or its
                business license is, falls into bankruptcy, incurs operating loss
                that
                results in full or partial loss of the guarantee ability corresponding
                to
                this Agreement, or value of the guaranty, collateral or pledged rights
                is
                depreciated, Party A shall provide Party B with other collaterals
                or
                guarantee to the satisfaction of Party B in a timely
                manner.

            


    

    
      	 	
              i.

            	
              Not
                entering into agreement with third party, which will damage the interest
                of Party B under this Agreement.

            


    

    


    
      	
              VI.

            	
              The
                right and responsibility of Party B
                include:

            


    

    
      	 	
              a.

            	
              timely
                processing and reviewing the application of credit application of
                Party
                A.

            


    

    
      	
            	b.	
              the
                right to request Party A 
                to
                provide documents, information and data such as financial reports,
                in
                order to gain knowledge about production, market condition, financial,
                inventory and utilization condition of this facility of Party
                A.

            


    

    
      	 	
              c.

            	
              deduct
                directly from bank account of Party A, upon or before expiration,
                fees,
                interest and principal utilized by Party A under this Agreement or
                individual agreement.

            


    

    
      	 	
              d.

            	
              If
                Party A doesn’t duly perform its obligation to repay as stipulated by any
                individual agreement, Party B can disclose the violation of the Party
                A to
                the public.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              VII.

            	
              The
                default liability

            


    

    If
      Party
      A violates this Agreement or any individual agreement under this facility,
      Party
      B reserves the right to alter the maximum amount of this facility, to terminate
      the facility, to cancel the unutilized facility or pursue Party A for the
      default liability.

    


    
      	
              VIII.

            	
              Guarantee

            


    

    If
      the
      facility granted by this Agreement items requires guarantee, a guarantee
      agreement will be entered into separately.

    


    
      	
              IX.

            	
              Dispute
                Resolution

            


    

    If
      any
      dispute arises from the execution of this Agreement, both parties shall solve
      the dispute through negotiation, and through 2:

    1.
      Litigation. Governed by the court of the residence of the Party B.

    2.
      Arbitration at Shenzhen Arbitration Commission in accordance with their
      arbitration rules . During proceeding of any litigation and arbitration,
      non-dispute businesses or agreement should be executed in accordance to terms
      of
      this Agreement.

    


    
      	
              X.

            	
              Miscellaneous

            


    

    
      	 	
              a.

            	
              Each
                of the individual business agreement and its supporting documents
                such as
                vouchers, lists, application letter/ undertaking letter, which Party
                A
                signs with Party B to utilize the facility granted in this Agreement
                constitutes as part of this
                Agreement.

            


    

    
      	 	
              b.

            	
              If
                there is inconsistency between this Agreement and each individual
                agreement, terms in individual agreement shall
                prevail.

            


    

    
      	 	
              c.

            	
              The
                Agriculture Bank of China Shenzhen Central District Sub-branch has
                the
                right to be compensated preferentially from the inventory of Shenzhen
                Fuqi
                Jewelry Co., Ltd.

            


    

    


    
      	
              XI.

            	
              Effective
                of this Agreement

            


    

    This
      Agreement will be effective upon signing and stamping by both
      parties.

    


    
      	
              XII.

            	
              Counterparts

            


    

    This
      Agreement consists of four copies, each party holds one copy, the Party B holds
      one more copy with same effect.

    


    
      	
              XIII.

            	
              Notices

            


    

    Party
      B
      has notified Party A to understand the terms being printed in this Agreement
      wholly and accurately, and has provided illustrations based on the request
      of
      Party A. Both parties mutually and consistently agree on terms of this
      Agreement.

    


    
      	
              Party
                A
                (signature and stamp) 

            	
              Party
                B (signature and stamp)

            
	
              The
                legal representative 

            	
              Principal

            
	
              or
                the
                authorized agent 

            	
              or
                the authorized agent

            


    

    
      	
               

            	
              Date:
                September 27, 2007

            
	
               

            	
              Location:
                Shenzhen