Exhibit 4.49

    


    Dated
      the 1st day of November 2006

     

    HUA
      YANG PRINTING HOLDINGS CO. LTD.

    (as
      Borrower)

     

    and

     

    CORNERSTONE
      OVERSEAS INVESTMENTS LIMITED

    (as
      Lender)

     

    
      
        

      

    

     

    AGREEMENT
      FOR

    HK$35,000,000
      FACILITY

     

    
      

    

    

    Solicitors

    普笵糘律師
事
務
      所


     

    35th
      Floor, Two International Finance Centre,

    8
      Finance Street,

    Central,
      Hong Kong


     

    Tel:
      (852) 2511 5100 Fax: (852) 2511 9515

    Website:
      www.prestongates.com


     

    Our
      ref: 42547-00004/NKA/MHCW/COYY

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    CONTENTS

    

      
        	
                Clause

              	 	
                Heading

              	 	
                Page

              	 
	
                1.

              	 	INTERPRETATION	 	 	
                3

              	 
	
                2.

              	 	THE
                FACILITY	 	 	
                6

              	 
	
                3.

              	 	ADVANCE	 	 	
                6

              	 
	
                4.

              	 	INTEREST	 	 	
                6

              	 
	
                5.

              	 	REPAYMENT
                AND PREPAYMENT	 	 	
                7

              	 
	
                6.

              	 	CHANGE
                OF LAW OR CIRCUMSTANCES	 	 	
                7

              	 
	
                7.

              	 	TAXES
                AND OTHER DEDUCTIONS	 	 	
                7

              	 
	
                8.

              	 	FEES
                AND EXPENSES	 	 	
                8

              	 
	
                9.

              	 	PAYMENTS
                AND EVIDENCE OF DEBT	 	 	
                8

              	 
	
                10.

              	 	WAIVER
                AND SEVERABILITY	 	 	
                9

              	 
	
                11.

              	 	MISCELLANEOUS	 	 	
                9

              	 
	
                12.

              	 	ASSIGNMENT	 	 	
                10

              	 
	
                13.

              	 	NOTICES	 	 	
                11

              	 
	
                14.

              	 	GOVERNING
                LAW AND JURISDICTION	 	 	
                11

              	 
	 	 	 	 	 	 	 
	
                Execution

              	 	 	
                12

              	 


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    THIS
      AGREEMENT
      is made
      on the 1st day of November 2006

     

    BETWEEN:

     

    
      	
              (1)

            	
              HUA
                YANG PRINTING HOLDINGS CO. LTD.,
                a
                company incorporated in Hong Kong with limited liability and whose
                registered office is at Flat B, 25/F, Block 1, Taiping Industrial
                Centre,
                57 Ting Kok Road, Tai Po, New Territories, Hong Kong, as borrower
                (“Borrower”);
                and

            


    

     

    
      	
              (2)

            	
              CORNERSTONE
                OVERSEAS INVESTMENTS LIMITED,
                a
                company incorporated in British Virgin Islands - whose registered
                office
                is PO Box 957, Offshore Incorporations Centre, Road Town, Tortola,
                British
                Virgin Islands, as lender (“Lender”).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              The
                Borrower is a wholly-owned subsidiary of Grand Toys International
                Limited
                (“Grand
                Toys”),
                a
                Hong Kong corporation and listed on the NASDAQ (Stock Code:
                GRIN).

            


    

     

    
      	
              (B)

            	
              The
                Lender is a company controlled by Mr. Jeff Hsieh Cheng which in turn
                is
                Grand Toys’ majority shareholder.

            


    

     

    
      	
              (C)

            	
              The
                Lender agrees to lend and the Borrower agrees to borrow the Facility
                (as
                defined below) subject to and upon the terms and conditions of this
                Agreement.

            


    

     

    IT
      IS HEREBY AGREED
      as
      follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In
      this
      Agreement, unless the context requires otherwise:

     

    
      	
              “Advance”

            	 	
              means
                each lending under the Facility pursuant to Clause 3 or, as the
                context may require, the principal amount advanced to the Borrower
                on each
                such occasion;

            
	 	 	 
	
              “Banking
                Day”

            	 	
              means
                a day (excluding Saturday and Sunday) on which banks are open for
                business
                in Hong Kong;

            
	 	 	
            
	
              “Charge”

            	 	means:
	 	 	 	 
	 	 	(a)	
              any
                mortgage, charge, pledge, lien, encumbrance, hypothecation or other
                security interest or security arrangement of any
                kind;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	 	(b)	
              any
                arrangement whereby any rights are subordinated to any rights of
                any third
                party; and

            
	 	 	 	 
	 	 	(c)	
              any
                contractual right of set off; and

            
	 	 	 	 
	 	 	(d)	
              the
                interest of a vendor or lessor under any conditional sale agreement,
                lease, hire purchase agreement or other title retention arrangement
                other
                than an interest in a lease or hire purchase agreement which arose
                in the
                ordinary course of business;

            
	 	 	 
	
              “Facility”

            	 	
              means
                the loan facility to be made available under this
                Agreement;

            
	 	 	 
	
              “Grand
                Toys”

            	 	
              shall
                have the meaning prescribed to it in Recital A;

            
	 	 	 
	
              “HK
                Dollars”
                and “HK$”

            	 	
              mean
                the lawful currency for the time being of Hong Kong;

            
	 	 	 
	
              “Hong
                Kong”

            	 	
              means
                the Hong Kong Special Administrative Region of the People’s Republic of
                China;

            
	 	 	 
	
              “Loan”

            	 	
              means
                the aggregate principal amount drawn and for the time being outstanding
                under the Facility; and

            
	 	 	 
	
              “Unpaid
                Sum”

            	 	
              shall
                have the meaning ascribed to it in
                Clause 4.4.

            


    

    


    
      	
              1.2

            	
              Construction

            


    

     

    In
      this
      Agreement, unless the context requires otherwise, any reference to:

     

    
      	
              “including” or “includes” 

            	 	means
              including or includes without limitation;
	 	 	 
	
              “indebtedness”

            	 	includes
              any obligation of any person for the payment or repayment of money,
              whether present or future, actual or contingent, including but not
              limited
              to any such obligation:
	 	 	 	 
	 	 	(a)	
              under
                or in respect of any acceptance, bill, bond, debenture, note or similar
                instrument;

            
	 	 	 	 
	 	 	(b)	
              under
                or in respect of any guarantee, indemnity, counter security or other
                assurance against financial loss;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	(c)	
              in
                respect of the purchase, hire or lease of any asset or service;
                or

            
	 	 	 	 
	 	 	(d)	
              in
                respect of any indebtedness of any other person whether or not secured
                by
                or benefiting from a Charge on any property or asset of such
                person;

            
	 	 	 	 
	
              “law” and/or “regulation”

            	 	
              includes
                any constitutional provisions, treaties, conventions, statutes, acts,
                laws, decrees, ordinances, subsidiary and subordinate legislation,
                orders,
                rules and regulations having the force of law and rules of civil
                and
                common law and equity;

            
	 	 	 
	
              “order”

            	 	
              includes
                any judgment, injunction, decree, determination or award of any court,
                arbitration or administrative tribunal;

            
	 	 	 
	
              “person”

            	 	
              includes
                any individual, company, body corporate or unincorporated or other
                juridical person, partnership, firm, joint venture or trust or any
                federation, state or subdivision thereof or any government or agency
                of
                any thereof;

            
	 	 	 
	
              “tax”

            	 	
              includes
                any tax, levy, duty, charge, impost, fee, deduction or withholding
                of any
                nature now or hereafter imposed, levied, collected, withheld or assessed
                by any taxing or other authority and includes any interest, penalty
                or
                other charge payable or claimed in respect thereof and “taxation”
                shall be construed accordingly.

            


    

    


    
      	
              1.3

            	
              Successors
                and Assigns

            


    

     

    The
      expressions “Borrower”
and
      “Lender”
shall
      where the context permits include their respective successors and permitted
      assigns and any persons deriving title under them.

     

    
      	
              1.4

            	
              Miscellaneous

            


    

     

    In
      this
      Agreement, unless the context requires otherwise, references to statutes or
      statutory provisions shall be construed as references to such statutes or
      statutory provisions as the same may be or have been replaced, amended, modified
      or re enacted from time to time; words importing the singular include the plural
      and vice versa and words importing a gender include every gender; unless
      otherwise stated, references to Clauses and Schedule are to clauses of and
      schedule to this Agreement and references to this Agreement include its
      Schedule. Clause headings are inserted for reference only and shall be ignored
      in construing this Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              THE
                FACILITY

            


    

     

    
      	
              2.1

            	
              Amount

            


    

     

    Subject
      to the provisions of this Agreement the aggregate principal amount of the
      Facility available to the Borrower is THIRTY-FIVE MILLION HK Dollars
      (HK$35,000,000).

     

    
      	
              2.2

            	
              Purpose

            


    

     

    The
      proceeds of the Facility was used by the Borrower to settle the bank loan
      outstanding from the Borrower to Industrial and Commercial Bank of China (Asia)
      Limited on November 2006.

     

    
      	
              3.

            	
              ADVANCE

            


    

     

    
      	
              3.1

            	
              Availability
                of Advance

            


    

     

    Subject
      to the terms and conditions of this Agreement, the Facility shall be advanced
      by
      the Lender to the Borrower in such currency and on such date as shall be
      nominated by the Borrower.

     

    
      	
              4.

            	
              INTEREST

            


    

     

    
      	
              4.1

            	
              Interest

            


    

     

    The
      Borrower shall pay interest on the Loan in accordance with the provisions of
      this Clause 4 on or before each scheduled repayment date as set out in
      Schedule I.

     

    
      	
              4.2

            	
              Rate
                of Interest

            


    

     

    The
      rate
      of interest applicable to the Loan or the relevant part thereof shall be Hong
      Kong Dollar Prime Rate as quoted by The Hongkong Shanghai Banking Corporation
      Limited plus one per cent (1%) per annum.

     

    
      	
              4.3

            	
              Calculation
                of Interest

            


    

     

    Interest
      at the rate determined as aforesaid shall accrue from the date of drawdown
      until
      the date of repayment from day to day, shall be calculated on the basis of
      the
      actual number of days elapsed and a 360 day year, including the first day of
      the
      period during which it accrues but excluding the last, and shall be paid in
      arrears on each scheduled repayment date.

     

    
      	
              4.4

            	
              Default
                Interest

            


    

     

    In
      the
      event of default of payment by the Borrower of all or any part of the principal
      amount of the Facility and interest thereon (“Unpaid
      Sum”)
      in
      accordance with clause 5 below, default interest on the Unpaid Sum shall
      accrue from the due date until the date of payment at the fixed rate of 18%
      per
      annum.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              REPAYMENT
                AND PREPAYMENT

            


    

     

    
      	
              5.1

            	
              Repayment
                

            


    

     

    Without
      prejudice to Clause 5.2, the Borrower shall repay the Loan together with
      any interest accrued thereon on or before each scheduled repayment date as
      set
      out in Schedule I.

     

    
      	
              5.2

            	
              Voluntary
                Prepayment

            


    

     

    The
      Borrower may, without any penalty, premium or other prepayment fee, prepay
      all
      or part of the Loan at any time, provided that at the time of prepayment, the
      Borrower shall also pay to the Lender all other sums (if any) then due and
      payable by the Borrower under this Agreement.

     

    
      	
              5.3

            	
              Provisions
                applicable to Prepayments

            


    

     

    Any
      notice of prepayment given by the Borrower under any provision of this Agreement
      shall be irrevocable and the Borrower shall be bound to make a prepayment in
      accordance therewith. Amounts prepaid may not be re-borrowed under this
      Agreement. The interest paid by the Borrower under Clause 4.2 shall be
      non-refundable notwithstanding any prepayment.

     

    
      	
              6.

            	
              CHANGE
                OF LAW OR
                CIRCUMSTANCES

            


    

     

    If
      it
      becomes unlawful for the Lender to give effect to its obligations hereunder,
      the
      Lender shall so notify the Borrower, whereupon the Facility shall be cancelled.
      The Borrower shall forthwith after such notification, or such longer period
      as
      the Lender may certify as being permitted by the relevant law, prepay the Loan
      in full together with interest accrued thereon to the date of prepayment and
      any
      other monies owing hereunder.

     

    
      	
              7.

            	
              TAXES
                AND OTHER DEDUCTIONS

            


    

     

    
      	
              7.1

            	
              No
                Deductions or Withholdings

            


    

     

    All
      sums
      payable by the Borrower under this Agreement shall be paid in full without
      set
      off or counterclaim or any restriction or condition and free and clear of any
      tax or other deductions or withholdings of any nature. If the Borrower or any
      other person is required by any law or regulation to make any deduction or
      withholding (on account of tax or otherwise) from any payment, the Borrower
      shall, together with such payment, pay such additional amount as will ensure
      that the Lender receives (free and clear of any tax or other deductions or
      withholdings) the full amount which it would have received if no such deduction
      or withholding had been required. The Borrower shall promptly forward to the
      Lender copies of official receipts or other evidence showing that the full
      amount of any such deduction or withholding has been paid over to the relevant
      taxation or other authority.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2

            	
              Advance
                Notification

            


    

     

    If
      at any
      time the Borrower becomes aware that any such deduction, withholding or payment
      contemplated by Clause 7.1 is or will be required, they shall immediately
      notify the Lender and supply all available details thereof.

     

    
      	
              8.

            	
              FEES
                AND EXPENSES

            


    

     

    Each
      party shall bear its own costs and expenses incurred in connection with the
      negotiation, preparation, execution and (where relevant) registration of this
      Agreement and any other documentation required hereunder or thereunder and
      the
      arrangement of the Facility.

     

    
      	
              9.

            	
              PAYMENTS
                AND EVIDENCE OF DEBT

            


    

     

    
      	
              9.1

            	
              Advances

            


    

     

    The
      amounts advanced by the Lender under this Agreement were utilized by the
      Borrower to settle its bank loan outstanding due to Industrial and Commercial
      Bank of China (Asia) Limited on November 2006.

     

    
      	
              9.2

            	
              Payments
                by Borrower

            


    

     

    The
      monthly principal payment by the Borrower under this Agreement shall be made
      to
      the Lender by issuing eighteen (18) posted dated cheques payable to “Cornerstone
      Overseas Investments, Limited at the end of the each calendar month from 31
      January 2007 to 30 June 2008immediately upon completion of this Agreement.
      At
      the first day of each calendar month, the Lender shall issue debit note
      regarding the interest payment to the Borrower and the Borrower shall within
      five business working days deposit the relevant interest money into the Lender’s
      bank account maintained with Industrial and Commercial Bank of China (Asia)
      Limited and the relevant bank account number is 861-011-117686 and return the
      original bank-in-slip to the Borrower for evidence upon payment.

     

    
      	
              9.3

            	
              Allocation
                of Receipts

            


    

     

    If
      any
      amount received by the Lender is less than the full amount due, the Lender
      shall
      have the right to allocate the amount received towards principal, interest
      and/or other sums owing hereunder as it considers appropriate.

     

    
      	
              9.4

            	
              Banking
                Days

            


    

     

    If
      any
      sum would otherwise become due for payment on a non Banking Day that sum shall
      become due on the next following Banking Day and interest shall be adjusted
      accordingly, except that if any repayment due under Clause 5.1 would then
      become due in another calendar month such repayment shall become due on the
      immediately preceding Banking Day.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              9.5

            	
              Evidence
                of Debt

            


    

     

    The
      Lender shall maintain on its books in accordance with its usual practice a
      set
      of accounts recording the amounts from time to time owing by the Borrower
      hereunder. In any legal proceeding and otherwise for the purposes of this
      Agreement the entries made in such accounts shall, in the absence of manifest
      error, be conclusive and binding on the Borrower as to the existence and amounts
      of the obligations of the Borrower recorded therein.

     

    
      	
              9.6

            	
              Certificate
                Conclusive and Binding

            


    

     

    Where
      any
      provision of this Agreement provides that the Lender may certify or determine
      an
      amount or rate payable by the Borrower, a debit note to be issued by the Lender
      as to such amount or rate shall be conclusive and binding on the Borrower in
      the
      absence of manifest error.

     

    
      	
              10.

            	
              WAIVER
                AND SEVERABILITY

            


    

     

    Time
      is
      of the essence of this Agreement but no failure or delay by the Lender in
      exercising any right, power or remedy hereunder shall impair such right, power
      or remedy or operate as a waiver thereof, nor shall any single or partial
      exercise of the same preclude any further exercise thereof or the exercise
      of
      any other right, power or remedy. The rights, powers and remedies herein
      provided are cumulative and do not exclude any other rights, powers and remedies
      provided by law. If at any time any provision of this Agreement is or becomes
      illegal, invalid or unenforceable in any respect under the law of any
      jurisdiction, the legality, validity and enforceability of such provision under
      the law of any other jurisdiction, and of the remaining provisions of this
      Agreement, shall not be affected or impaired thereby.

     

    
      	
              11.

            	
              MISCELLANEOUS

            


    

     

    
      	
              11.1

            	
              Execution

            


    

     

    This
      Agreement shall become effective as of the date hereof.

     

    
      	
              11.2

            	
              Entire
                Agreement

            


    

     

    This
      Agreement and the documents referred to herein constitute the entire obligation
      of the parties hereto and supersede any previous expressions of intent or
      understandings in respect of this transaction.

     

    
      	
              11.3

            	
              Amendments
                in Writing

            


    

     

    No
      amendment to this Agreement shall be valid unless it is evidenced by a written
      agreement executed by the parties hereto.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              11.4

            	
              Counterparts

            


    

     

    This
      Agreement may be executed in counterparts and by different parties on separate
      counterparts which when taken together shall be deemed to constitute one
      agreement.

     

    
      	
              11.5

            	
              Legal
                Representation

            


    

     

    The
      parties hereby acknowledge that Preston Gates & Ellis only act for the
      Borrower in connection with this Agreement, and the Lender has been duly advised
      to seek independent legal advice and to obtain separate legal
      representation.

     

    
      	
              12.

            	
              ASSIGNMENT

            


    

     

    
      	
              12.1

            	
              The
                parties hereto agree that neither the Borrower nor the Lender shall
                have
                the right to assign or transfer any of its rights or obligations
                hereunder
                unless with written consent of the other
                party.

            


    

     

    
      	
              12.2

            	
              Confidentiality

            


    

     

    Each
      party to this Agreement (together the “Parties”
and
      separately, each a “Party”)
      shall
      not disclose to any third party any information relating to the Facility or
      any
      information consisting of the terms of this arrangement, evaluation materials,
      financial statements or any other information which has commercial or other
      value and is confidential or proprietary in nature, and otherwise not generally
      available to the public (the “Confidential
      Information”).
      The
      Parties agree that all such Confidential Information which is disclosed will
      be
      (i) treated confidentially by each Party and their employees, affiliates and
      agents, and (ii) used solely in connection with the performance of the Parties
      obligations under this Agreement and not for any other purpose. The Parties
      further agree to use best efforts to safeguard the Confidential Information
      from
      any unauthorized use and with at least the same duty of care that each Party
      and
      their respective employees and agents use to safeguard their own Confidential
      Information and will protect against distribution, reproduction or disclosure
      to
      anyone other than their directors, officers, employees or agents who need to
      know such information solely in connection with this Agreement. The foregoing
      provisions in this Clause 18.4 shall not apply to any disclosure required
      by any applicable law or regulation of Hong Kong or elsewhere. The provisions
      of
      this Clause 18.4 shall survive any termination of this
      Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              NOTICES

            


    

     

    
      	
              13.1

            	
              Delivery

            


    

     

    Each
      notice, demand or other communication to be given or made under this Agreement
      shall be in writing and delivered or sent to the relevant party at its address
      or fax number set out below (or such other address or fax number as the
      addressee has by five (5) days’ prior written notice specified to the other
      party):

     

    
      	
              To
                the Lender:

            	 	
              UG202,
                UG2/F, Chinachem Golden Plaza, 77 Mody Road, Tsimshatsui, Kowloon,
                Hong
                Kong

              Fax
                Number: 852-2628
                1212

              Attention: Ms.
                Pansy Yiu/Venus Tso

            
	 	 	 
	
              To
                the Borrower:

            	 	
              Flat
                B, 25/F., Block 1, Taiping Industrial Centre, 57 Ting Kok Road, Tai
                Po,
                

              New
                Territories, Hong Kong

              Fax
                Number: 852-2411
                0235

              Attention: Mr.
                Alan SL Chan

            


    

    


    
      	
              13.2

            	
              Deemed
                Delivery

            


    

     

    Any
      notice, demand or other communication so addressed to the relevant party shall
      be deemed to have been delivered (a) if given or made by hand, when actually
      delivered to the relevant address or (b) if given or made by fax, when
      despatched with a report of the sender confirming successful
      transmission.

     

    
      	
              14.

            	
              GOVERNING
                LAW AND JURISDICTION

            


    

     

    
      	
              14.1

            	
              Law

            


    

     

    This
      Agreement and the rights and obligations of the parties hereunder shall be
      governed by and construed in accordance with the laws of Hong Kong.

     

    
      	
              14.2

            	
              Jurisdiction

            


    

     

    The
      parties irrevocably agree with each other that any legal action or proceeding
      arising out of or relating to this Agreement may be brought in the courts of
      Hong Kong and irrevocably submits to the non exclusive jurisdiction of such
      courts.

     

    IN
      WITNESS WHEREOF
      this
      Agreement has been executed on the day and year first above
      written.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    THE
      BORROWER

    

      
        	
                SIGNED
                  by KEVIN MURPHY, 

              	
                )

              	
              
	
                a
                  director of

              	
                )

              	
                 

              
	
                HUA
                  YANG PRINTING HOLDINGS

              	
                )

              	
                 

              
	
                CO.
                  LTD.

              	
                )

              	
                 

              
	
                in
                  the presence of:

              	
                )

              	
                 

              
	 	
                )

              	
                 

              
	 	
                )

              	
                 

              
	
                /s/
                  Chan Shui Lun

              	
                )

              	
                 

              
	
                

                Signature
                  of Witness

              	
                )
                  
                  )

                

              	
                 

              
	 	
                )

              	
                 

              
	 	
                )

              	 
	
                CHAN
                  SHUI LUN

              	
                
                  )

                

              	
                
                  /s/
                    Kevin Murphy

                

              
	
                
                  

                

                Name
                  of Witness (block letters)

              	
                )

              	
                
                  

                  Signature
                    of Kevin Murphy

                

              

 

        THE
          LENDER

      

    

    

      
        	
                SIGNED
                  by JEFF HSIEH CHENG,

              	
                )

              	
              
	
                a
                  director of

              	
                )

              	
                 

              
	
                CORNERSTONE
                  OVERSEAS

              	
                )

              	
                 

              
	
                INVESTMENTS
                  LIMITED

              	
                )

              	
                 

              
	
                in
                  the presence of:

              	
                )

              	
                 

              
	 	
                )

              	
                 

              
	 	
                )

              	
                 

              
	
                
                  /s/
                    Yip Po Kuen

                  
                    

                    Signature
                      of Witness

                  

                

              	
                )
                  
                   

                  )

                

              	 
	
              	
                )

              	 
	 	
                )

              	 
	
                YIP
                  PO KUEN

                
                  

                

                Name
                  of Witness (block letters)

              	
                )

                )

              	
                /s/
                  Jeff Hsieh Cheng 
                  

                

                Signature
                  of Jeff Hsieh Cheng

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE I


     

    REPAYMENT
      SCHEDULE

     

    
      	
              Repayment
                date

            	 	
              Principal

              HK$

            	 
	
              31
                January 2007

            	 	 	
              1,500,000

            	 
	
              28
                February 2007

            	 	 	
              1,500,000

            	 
	
              31
                March 2007

            	 	 	
              1,500,000

            	 
	
              30
                April 2007

            	 	 	
              1,500,000

            	 
	
              31
                May 2007

            	 	 	
              2,500,000

            	 
	
              30
                June 2007

            	 	 	
              2,500,000

            	 
	
              31
                July 2007

            	 	 	
              2,500,000

            	 
	
              31
                August 2007

            	 	 	
              2,500,000

            	 
	
              30
                September 2007

            	 	 	
              2,500,000

            	 
	
              31
                October 2007

            	 	 	
              2,500,000

            	 
	
              30
                November 2007

            	 	 	
              1,500,000

            	 
	
              31
                December 2007

            	 	 	
              1,500,000

            	 
	
              31
                January 2008

            	 	 	
              1,500,000

            	 
	
              28
                February 2008

            	 	 	
              1,500,000

            	 
	
              31
                March 2008

            	 	 	
              1,500,000

            	 
	
              30
                April 2008

            	 	 	
              1,500,000

            	 
	
              31
                May 2008

            	 	 	
              2,500,000

            	 
	
              30
                June 2008

            	 	 	
              2,500,000

            	 
	 	 	 	
              35,000,000