Unassociated Document


    

      Exhibit
        4.44

       

      
        	Our
                ref:	
                P/KQKQH/01787/06
                  &

                P/KQK
                  QH/00129107

              


      

       

      Date:  9
        February 2007

       

      Hua
        Yang
        Printing Holdings Co., Limited

      Flat
        B,
        25/F, Block I

      Tai
        Ping
        Industrial Centre 

      No
        57
        Ting Kok Road

      Tai
        Po,
        New Territories

       

      Dear
        Sirs:

       

      Banking
        Facilities: Hua Yang Printing Holdings Co., Limited
        (“Borrower”)

       

      We,
        DBS
        Bank (Hong Kong) Limited (“Bank”), refer to our letter dated 7 March 2003
        setting out the facilities made available to you as varied by our letters
        dated
        27 October 2003, 1 March 2004, 10 January 2006, 27 January 2006 and 24 August
        2006 (“the Existing Facility Letters”).

       

      We
        are
        pleased to confirm that all the terms under the Existing Facility Letters
        shall
        remain unchanged except the following variations until further
        notice:

       

      Facilities:

       

      Facility
        I is amended and replaced as follows:

       

      
        	
                1.

              	
                Letter
                  of Credit (I) and Trust Receipt (I) and Account Payable Financing
                  -
                  USD2,000,000.

              


      

       

      Letter
        of Credit (I)

      For
        issuance of letter of credit with a maximum validity of 6 months at sight
        or
        usance up to 120 days.

       

      Letter
        of Credit (Carco Receipt) (I)

      For
        issuance of letter of credit calling for cargo receipt with a maximum validity
        of 6 months at sight or usance up to 120 days.

       

      Trust
        Receipt (I)

      Trust
        receipt under letter of credit is allowed up to 120 days.

       

      Total
        tenor of each acceptance bills and trust receipt financing shall not exceed
        120
        days.

       

      Interest

      Standard
        Bills Rate quoted by the Bank from time to time.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Account
        Payable Financing

      Trust
        receipt against original or copy of supplier’s invoice duly certified as a true
        copy by the Borrower. Payment under this Facility shall be made directly
        to the
        relevant supplier.

       

      The
        maximum financing period for each invoice shall be 120 days, less:

       

      
        	 	
                (1)

              	
                supplier’s
                  credit period (if any); and

              


      

       

      
        	 	
                (2)

              	
                in
                  case payment is made to the supplier after the payment due date,
                  the
                  period already lapsed.

              


      

       

      Interest

      Standard
        Bills Rate quoted by the Bank from time to time.

       

      Note:

      Beneficiaries
        of letters of credit calling for cargo receipt and suppliers of Account Payable
        Financing and each of its individual limits are each subject to the Bank’s prior
        written approval on case by case basis (if so required by the Bank). The
        Bank
        may from time to time carry out at the Borrower’s expense updated searches of
        the beneficiaries of letters of credit calling for cargo receipt and suppliers
        of Account Payable Financing. All related costs and fees may be debited to
        the
        Borrower’s account.

       

      
        	
                4.

              	
                Domestic
                  and Export Factoring -
                  HKD30,000,000.-

              


      

       

      Export
        Factoring - HKD30,000,000.-

       

      Domestic
        Factoring - HKD13,000.000.

       

      Note
        (2)
        under Facility 4 is amended to read as follows:

       

      
        	 	
                (2)

              	
                All
                  proceeds from this Facility should be used to settle Trust Receipt
                  outstanding of the Borrower with the Bank, if any, before they
                  can be
                  credited into the Borrower account.

              


      

       

      Conditions
        Precedent:

       

      In
        addition to the existing documentation, the completion and delivery of the
        appropriate supporting board minutes and/or shareholders’ resolutions, and the
        following documentation, items and evidence in form and substance satisfactory
        to the Bank will also be required:

       

      
        	
                (j)

              	
                the
                  Bank’s standard form all monies Deed of Fixed Charge on the Borrower’s
                  present and future book debts for specific debtors stipulated by
                  the Bank
                  duly executed by the Borrower;

              


      

       

      
        	
                (k)

              	
                a
                  standby letter of credit in the form acceptable to the Bank issued
                  by UBS
                  AG, Singapore Branch for
                  USD2,000,000.-.

              


      

       

      A
        review
        fee of HKD20,000.- will be payable upon our receipt of your acceptance of
        this
        Letter.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Please
        sign the enclosed copy of this Letter and return it to the Bank for the
        attention of Mr Lester Chan, within one month from the date of this Letter,
        otherwise the offer will lapse at the discretion of the Bank.

       

      We
        enclose a set of documents which should also be completed and returned to
        the
        Bank. If you have any queries, please contact our Mr. Lester Chan, whose
        telephone number is 3122-7812.

       

      We
        are
        pleased to be of service to you.

       

      Signed
        for and on behalf of

      DBS
        Bank (Hong Kong) Limited

      by.

       

       

      /s/
        Li Wai Man Weiman

      
        
          

        

      

      Anthorised
        Signature

       

      WL/rc

      Encl.

       

      We
        agree
        to the terms of this Letter.

       

      Signed
        for and on behalf of

      Hua
        Yang Printing Holdings Co., Limited

       

      
        	 	 	 	 
	/s/ KEVIN
                MURPHY	 	 	/s/ JEFF
                HSIEH