Exhibit 4.46

     

    
      
        	 	
                

              
	 	
                WING
                  HANG BANK

              


      

    

     

    PRIVATE
      & CONFIDENTIAL

     

    Kord
      Printing Company Ltd.

     

    Private
      & Confidential

     

    16 March,
      2007

     

    Kord
      Printing Company Ltd.

    12/F,
      Century Industrial Building,

    Shek
      Pai
      Tau Road,

    Tuen
      Mun,
      New Territories

    Attention
      : Mr. Hsieh Cheng

     

    Dear
      Sir,

     

    Re
      : Corporate Tax Loan

     

    Further
      to our recent discussions, we are pleased to confirm our agreement to extend
      to
      you the above loan subject to the following terms and conditions:

     

    Facility
      and Amount

     

    HK$1,736,060.00
      for Corporate Tax Loan

     

    HK$1,736,060.00
      for Associated Corporate Tax Loan

     

    Guarantee

     

    A
      signed
      personal guarantee of Mr. Hsieh Cheng for the amount of HK$6,000,000.00
      plus accrued interest. This guarantee shall be in addition to and not in
      substitution for any other guarantees or other securities which we may now
      or
      hereafter hold.

     

    In
      accordance with the Code of Banking Practice, you hereby give the Bank consent
      to our providing to any guarantor or provider of security in respect of any
      loan
      or credit facilities extended to you the following :

     

    
      	
              (a)

            	
              a
                copy of the contract evidencing the obligations to be guaranteed
                or
                secured or a summary thereof;

            


    

     

    
      	
              (b)

            	
              a
                copy of any formal demand for overdue payment which is sent to you
                after
                you have failed to settle an overdue amount following a customary
                reminder
                to you; and

            


    

     

    
      	
              (c)

            	
              from
                time to time on request by the guarantor or provider of security,
                a copy
                of the latest statement of account of
                yours.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	 	
                  

                
	 	
                  WING
                    HANG BANK

                


        

      

      
         

        PRIVATE
          & CONFIDENTIAL

         

        Kord
          Printing Company Ltd.

      

       

    

    Interest
      Rate

     

    For
      Corporate Tax Loan

     

    The
      interest rate will be charged at 2.25% per annum below our Prime Lending Rate
      and subject to fluctuation and change at our discretion. Any accrued interest
      will become an addition to the original loan and interest will be computed
      thereon. Overdue payment will be subject to a late charge at 8% per annum over
      our Prime Lending Rate or rates determined from time to time at our absolute
      discretion. In addition, a handling charge on overdue payment of HK$200.00
      will
      be charged to you on monthly basis until the overdue instalment is fully
      settled.

     

    For
      Associate Corporate Tax Loan

     

    The
      interest rate will be charged at 0.75% per annum below our Prime Lending Rate
      and subject to fluctuation and change at our discretion. Any accrued interest
      will become an addition to the original loan and interest will be computed
      thereon. Overdue payment will be subject to a late charge at 8% per annum over
      Prime Lending Rate or rates determined from time to time at our absolute
      discretion. In addition, a handling charge on overdue payment of HK$200.00
      will
      be charged to you on monthly basis until the overdue instalment is fully
      settled.

     

    Our
      Prime
      Lending Rate for the present is 8% per annum.

     

    Instalment
      Loan Repayment

     

    For
      Corporate Tax Loan

     

    The
      Facility together with interest thereon at the present rate of interest
      mentioned above is to be repaid by 12 monthly instalments of HK$149,218.00
      each,
      commencing one month after the date of advance. According to the Repayment
      Schedule, the amount of monthly instalment will be changed, if the rate of
      interest changes. The number of monthly instalments may also be varied subject
      to our agreement.

     

    For
      Associate Corporate Tax Loan

     

    The
      Facility together with interest thereon at the present rate of interest
      mentioned above is to be repaid by 24 monthly instalments of HK$77,925.00 each,
      commencing one month after the date of advance. According to the Repayment
      Schedule, the amount of monthly instalment will be changed, if the rate of
      interest changes. The number of monthly instalments may also be varied subject
      to our agreement.

     

    Arrangement
      Fee

     

    An
      arrangement fee of HK$13,000.00 is payable upon your acceptance to the
      Facility.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	 	
                  

                
	 	
                  WING
                    HANG BANK

                


        

      

      
         

        PRIVATE
          & CONFIDENTIAL

         

        Kord
          Printing Company Ltd.

      

    

     

    Full/Partial
      Prepayment

     

    Full
      or
      partial prepayment of the Loan on or before the 6th instalment shall be subject
      to a prepayment fee equivalent to 5% of the amount to be repaid and 4%
      thereafter. The minimum amount to be repaid at any time shall not be less than
      HK$50,000.00.

     

    Drawdown

     

    The
      Bank
      will, at your request and authorization hereby made, pay the sum of
      HK$3,472,120.00 being the loan amount as follows:

     

    HK$3,472,120.00
      to your account no.

     

    Indemnity
      for costs of recovery of debt

     

    You
      shall
      be liable to and pay us, on indemnity basis, all reasonable amounts of legal
      costs and expenses and other charges and disbursements reasonably incurred
      in
      respect of making claims or demands on or taking legal proceedings against
      you
      and other parties (including but not limited to your Guarantors, Sureties,
      if
      any) and the engagement of outside debt collecting agencies and all steps and
      measures taken to recover from you money payable by you in respect of and under
      the terms and conditions of the Facility herein PROVIDED ALWAYS in the event
      of
      our engaging or employing an outside debt collecting agency, you shall be liable
      for and pay and reimburse us, on indemnity basis, all reasonable amounts of
      costs, expenses and disbursements such debt collecting agency shall charge
      us by
      way of fees, costs, expenses and disbursements.

     

    Revision

     

    We
      shall
      be entitled to prescribe, from time to time, fees and charges payable in respect
      of the credit facility and revise any/or all of these terms and conditions.
      Revision to fees and charges, terms and conditions shall be conclusively and
      absolutely binding on you as from the effective date if 30 days notice thereof
      may be given by mailing to you at your last address registered with us or other
      means as we think fit.

     

    Overriding
      Right

     

    Notwithstanding
      the above, the Facility may be suspended, reviewed and/or recalled at the sole
      discretion of us and in such event of recalling unless otherwise arranged,
      all
      the outstanding loan amount and interest shall become immediately due and
      payable on demand.

     

    Banker’s
      Reference

     

    The
      Bank
      is authorized to provide banker’s reference on you without the need of
      consulting you before doing so.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            	 	
                    

                  
	 	
                    WING
                      HANG BANK

                  


          

        

        
           

          PRIVATE
            & CONFIDENTIAL

           

          Kord
            Printing Company Ltd.

        

      

    

     

    Set-off
      the Lien

     

    In
      the
      event of default by you to comply with these terms and conditions or after
      due
      notice has been given to you by us or any other company of Wing Hang Bank Group
      being the parent or any subsidiary or associate company of us, or each such
      company’s successors and assigns (“Bank Group Company”) of your outstanding
      liability to us or any Bank Group Company and you failed to remedy the situation
      within a reasonable period or a petition in bankruptcy is filed by or against
      you, we or any Bank Group Company shall have the right, which is in addition
      to
      any right of set-off or other general lien or similar right to which we or
      any
      Bank Group Company may be entitled in law, and is hereby authorized at any
      time
      and from time to time hereafter and, if situation warrants, without notice
      to
      you :

     

    
      	
              (a)

            	
              to
                combine or consolidate all or any of your accounts (whether current,
                savings, time deposit or any other nature and whether or not matured
                or
                due and payable or subject to any notice or not) with us or any Bank
                Group
                Company whatsoever and wherever situated for the purpose of setting
                off or
                transferring any sum or sums standing to the credit of any one or
                more of
                such accounts in or towards satisfaction of any of your liabilities
                to us
                or any Bank Group Company on any other account or in any other respect
                whether such liabilities be present or future, actual or contingent,
                primary or collateral and joint or several (including but not limited
                to
                any or all sum or sums due by us or any Bank Group Company) in the
                case of
                a joint account, we or any Bank Group Company may exercise the rights
                in
                this clause and apply any credit balance on such joint account in
                or
                towards satisfaction of any indebtedness owed to us or any Bank Group
                Company by one or more of the holders of such joint
                account.

            


    

     

    
      	
              (b)

            	
              We
                or any Bank Group Company may at any time at our absolutes discretion
                convert any of your accounts into any currency by any lawful means
                at our
                disposal and at our rate of exchange (as conclusively determined
                by us or
                any Bank Group Company applicable on the day of passing the entry)
                for the
                purpose of set-off or transfer without reference to
                you.

            


    

     

    Until
      any
      amount owed to us or any Bank Group Company has been paid in full, we shall
      in
      addition to a general lien be entitled to exercise a lien over and hold as
      security all property which is in the possession or control of us or any Bank
      Group Company, for safekeeping, custody or any other reason and whether or
      not
      in the ordinary course of business with power for us and any Bank Group Company
      to sell such property to satisfy such indebtedness owed by you to us and any
      Bank Group Company.

     

    Language

     

    In
      the
      event of a conflict or discrepancy, the English version shall prevail over
      the
      Chinese version.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            	 	
                    

                  
	 	
                    WING
                      HANG BANK

                  


          

        

        
           

          PRIVATE
            & CONFIDENTIAL

           

          Kord
            Printing Company Ltd.

        

      

    

     

    Governing
      Law

     

    This
      agreement is governed by and shall be construed in accordance with the laws
      of
      the Hong Kong Special Administrative Region. You shall submit to the
      non-exclusive jurisdiction of the courts of the HKSAR.

     

    Sharing
      of Credit Data

     

    The
      availability and continuation of the foregoing facilities are subject to your
      consent (the “Consent”) of allowing our Bank to disclose any information with
      respect to you which is provided by you at our request or collected in the
      course of dealings between you and the Bank may be disclosed to, or used and
      retained by any credit reference agency or similar service provider for the
      purpose of verifying such information or enabling them to provide such
      information to other institutions:

     

    
      	
              (a)

            	
              in
                order that they may carry out credit and other status checks;
                and

            


    

     

    
      	
              (b)

            	
              to
                assist them to collect debts.

            


    

     

    The
      Consent, which you have given to our Bank upon application of the foregoing
      facilities, is and will remain valid that shall form part of the terms and
      conditions of this letter.

     

    Credit
      Reference

     

    In
      assessing your application, we have considered a credit report on you (and
      the
      guarantor(s) and the mortgagor(s), if applicable). If you (and the guarantor(s)
      and the mortgagor(s), if applicable) wish to have access to such credit report,
      please write to the credit reference agency:

     

    TransUnion
      Limited

    Consumer
      Relations Department

    Room
      1006, The Gateway, Tower 6

    9
      Canton
      Road, Tsim Sha Tsui, Kowloon, Hong Kong.

     

    We
      may,
      after issuing notice to you, access to your consumer credit data held by the
      credit reference agency to review the existing consumer credit facilities in
      relation to an increase/decrease in the credit amount, the cancellation of
      credit, or the putting in place or the implementation of a scheme of arrangement
      except that no such notification shall be necessary if such request is initiated
      from you or where there is in place at the time of the access a loan
      restructuring arrangement in relation to debts owed by you to us. You may also
      directly access to your consumer credit data to the credit reference
      agency.

     

    Acceptance

     

    We
      shall
      be grateful it you can arrange for the authorized signatories of the Company,
      as
      well as the concerned guarantor(s) to sign and return to the bank the duplicate
      copy of this letter to signify your understanding and acceptance to the above
      terms and conditions under which the aforesaid facilities and granted within
      30
      days form date hereof. Otherwise, this offer with be lapsed. (Please also
      arrange to have the guarantee properly signed and witnessed.)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            	 	
                    

                  
	 	
                    WING
                      HANG BANK

                  


          

        

        
           

          PRIVATE
            & CONFIDENTIAL

           

          Kord
            Printing Company Ltd.

           

        

      

    

    Board
      Resolution

     

    In
      this
      connection, kindly arrange for your Board of Directors to pass a Board
      Resolution accepting the above facilities and forward to the bank a certified
      copy for our record.

     

    Availability
      and Review

     

    You
      shall provide the Bank with a certified copy of your annual audited accounts
      within six months following the end of each financial year and such other
      relevant financial information as we shall from time to time reasonably
      request.

     

    You
      acknowledge that we shall not be bound to grant any of the Facilities at all
      or
      beyond such sum as we consider appropriate.

     

    Notwithstanding
      any other provisions herein, the Facilities shall be subject to our overriding
      right at any time to require your immediate repayment and/or satisfaction of
      all
      debts, liabilities and outstanding amount(s) (together with accrued interest)
      owing to us on demand, and/or to require cash collateralisation of all or any
      sums actually owing or contingently owing to us; and the Facilities or any
      part
      thereof may immediately be suspended, withdrawn, terminated, reviewed, modified,
      reduced, increased, cancelled or otherwise varied by us at any time and from
      time to time in our sole discretion without prior notice to or consent from
      any
      party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            	 	
                    

                  
	 	
                    WING
                      HANG BANK

                  


          

        

        
           

          PRIVATE
            & CONFIDENTIAL

           

          Kord
            Printing Company Ltd.

        

      

    

     

    Related
      Party Transactions

     

    Such
      facility herein mentioned is also subject to the Terms and Conditions for Wing
      Hang Bank Loan Services which shall be deemed to have been set out herein in
      full any may be downloaded from the Bank’s website at
      www.whbhk.com.

     

    Assuring
      you of our best services at all times, we remain.

     

    Yours
      faithfully,

    For
      and
      on behalf of

    WING
      HANG BANK, LTD.

    North
      Point Branch

     

    
      	 	 	 	 
	/s/
              Rosa M.Y.
              Lee	 	 	/s/
              Kelly K.K. Chan   
	
              
                

              

              Rosa M.Y.Lee

              
                Head
                  of North Point Branch    

              

            	 	 	
              
                

              

              Kelly K.K. Chan

              Business Manager

            


    

     

    Encl.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            	 	
                    

                  
	 	
                    WING
                      HANG BANK

                  


          

        

        
           

          PRIVATE
            & CONFIDENTIAL

           

          Kord
            Printing Company Ltd.

        

      

    


    I/We
      hereby confirmed and accepted the above-mentioned banking facilities and the
      terms and conditions herein stated.

     

    
      	/s/
              HSIEH
              CHENG	 	 	/s/
              HSIEH
              CHENG
	
              

              
                Kord
                  Printing Company Ltd.

                (Borrower)

              

            	 	 	
              

              Mr. Hsieh Cheng

              (Guarantor)