Shenzhen Development Bank Loan dated June 21, 2006



 EXHIBIT 10.5 
 Shenzhen Development Bank Co., Ltd. 
 Contract for Comprehensive Line of Credit 
 Shenzhen Development Bank Co., Ltd. 







 Contract for Comprehensive Line of Credit 
 Contract #: Shen Fa Jin Xin Zong Zi No. 00060621001-2 
 Party A: Xinhua
Subbranch, Tianjin Branch, Shenzhen Development Bank Co., Ltd. 
 Add.: No.166, Xinhua Road, Heping District, Tianjin 
 Tel: 23535000                Fax: 
 Person in charge: Jia
Chun                             Position: President 
 Party B: Pemstar (Tianjin) Enterprise Co., Ltd. 
 Add.: Yat-sen Scientific
Industrial Park, Tianjin, China 
 Tel: 82172083                Fax: 82110486

 Legal Representative*: Roy A.
Bauer                            Position*: 
 (*leave blank if Party B is an individual) 
 Whereas 
 Party B has applied to Party A for and Party A has agreed to grant Party B a Comprehensive Line of Credit 
 Now therefore the two parties now enter into this Contract through negotiation in accordance with relevant laws and regulation and both parties are willing to observe all provisions herein. 
 Article I Content of the Comprehensive Credit 
 1. Amount of
Comprehensive Credit: (converted into) RMB             (in words) RMB TWENTY MILLION ONLY. 
 2. Term of Comprehensive Line of Credit shall be 12 months from              to              during which
the Comprehensive Line of Credit may be used cyclically for multiple times and the method of use, the amount and time limit shall be agreed between Party A and Party B each time; however, the balance of the different use of the Line shall not exceed
the amount of the Comprehensive Credit. 
 The starting time of each business under the Line shall be within the term of the Line and whether the closing
time shall be within the term of the Line shall be stipulated in the contract of the specific business. 
 Article II Manners of the Extension of
Comprehensive Credit 
 The manners of the extension of comprehensive credit include without limitation: 
 Loan (including individual consumptive loan, individual operational loan), letter of credit, import documentary credit, packaged loan, export documentary
credit, discount, acceptance, letter of guarantee, guarantee, etc. 
 The specific manner of extension of credit shall be decided in the
specific business contracts signed between the parties. 
 Article III The Use of the Comprehensive Line of Credit 
 When Party B intends to use the Comprehensive Line of Credit, he shall apply to Party A and the parties shall signed corresponding business contract after Party A has
examined and approved. 
 Article IV Manner of Guarantee for the Comprehensive Line of Credit (put “ü” in the box chosen) 
  ̈ credit, not requiring Party B to provide guarantee 
 þ the guarantee for the
Comprehensive Line of Credit shall adopt manner 4 of the following: 
 1. 







 2. 
 3. 
 4. Provide factoring service for Party B’s receivables from Motorola (China) Co., Ltd. 
 Article V Commitment Fee for the Comprehensive Line of Credit 
 Party B shall pay Party A a
Comprehensive Line of Credit commitment fee of         ‰ monthly of the part of the Comprehensive Line of Credit that Party B has not applied for use. 
 Article VI Party A Representations and Warranties 
 Party A is legally qualified to sign and perform this Contract and the signing and performance of this Contract has obtained full authorization from Party A’s board of directors and any other competent authorities (if authorization is
required). 
 Party B warrants that the application documents he submit to Party A are authentic, legal and valid, containing no major error
and without omission of any major fact. 
 Party B warrants to give Party A notice of any change in company name, legal representative
(principal), residence, scope of business, registered capital, etc. taking place during the term hereof within 10 days after such changes take place; Party B shall immediately notify Party A of any such changes takes place at the time when Party B
is applying for a specific business under the Line. 
 Party B has fully acquainted himself with and understood the content of all the
articles hereof and the signing hereof is the true indication of intention of Party B. 
 Article VII Special Provisions on the Credit Extension to
Group Customers and Associated Transactions 
 An enterprise or undertaking as legal person having any of the following attributes: 
 1. directly or indirectly control any other enterprise or undertaking as legal person or controlled by any other enterprise or undertaking as legal person in terms of
stocks rights or operation; 
 2. jointly controlled by a third enterprise or undertaking as legal person 
 3. directly or indirectly and jointly controlled by major individual investor, key managerial person or family members of close relation therewith (including lineal
relatives within three generations and collateral relatives within two generations); 
 4. any other relation which may result in transfer of assets and
profit not on the basis of publicly accepted prices shall be regarded as a group customer in the management of credit management. 
 Where any associated
transaction more than 10% of the net assets takes place with a group customer of which Party B is a member, Party B shall provide Party A a written report stating the associated relation between the parties of the transaction and item, nature,
amount, proportion of pricing policy of the transaction (including transaction without amount or with only symbolic amount) within 10 days after it takes place. 
 Article VIII 
 This Contract has been entered into under and shall be governed by the laws of the People’s Republic of China. Any disputes arising from or in connection with the performance hereof shall be settled through consultation or mediation;
if no settlement can be reached through consultation or mediation, the disputes shall be settled in manner 1 of the following: 
 2. Institute legal
proceedings in the people’s court of the place where Party A is located. 







 Article IX Effectiveness of the Contract (put “ü” in the
box chosen) 
 þ As this Line of Credit is guaranteed, this Contract shall come into effect only when the following
conditions are simultaneously met: 
 1. This Contract has been signed and affixed seals by both parties; 
 2. The related guarantee contract (containing “guarantee money” clause and “warranty of guarantee” clause) has been signed and the necessary
registration formalities have been completed. 
  

	
	 Article X Other Matters Agreed between the
Parties:                                   
 



	
	  
	  
	  
	  
	  
	  

 Article XI 
 This Contract is made in triplicate having equal legal effect, of which Party A holds two and Party B holds one. 
 Seal of Party A: Xinhua Subbranch, Tianjin Branch, Shenzhen Development Bank Co., Ltd. 
 Signature of person in charge or proxy: 
 Seal of Party B: Pemstar (Tianjin) Enterprise Co., Ltd. 
 Signature of legal representative or proxy: 







 LOAN AGREEMENT NUMBER 
 ShenFaJinXinBaoZiDi20060621001-2 
 Sub-document 5(1) 
 FACTORING APPROVAL DOCUMENT 
 Agreement number: 20060621001-2 
 To: Pemstar Tianjin Enterprise Co,.Ltd 
 After audit, we agree to accept the above mentioned entity’s Accounts Receivable pledge. The below table is the agreed listing of the Accounts Receivable (AR).

  

																					
	No.	 	Customer	 	Contract
Amount	 	Paid	 	Advance	 	Discount	 	AR Amount	 	Method
of
payment	 	Amount
paid for
AR
pledge	 	Contract
expiry	 	Remark
											
		 	MOTOROLA	 		 		 		 		 		 		 		 		 	
											
		 	CHINA	 		 		 		 		 		 		 		 		 	
											
	Total	 		 		 		 		 		 	RMB25,018,116.34	 		 		 		 	

  

	 	•	 	Our bank will provide your company RMB 20,000,000.00, the commencement date as 21-Jun- 2006 and expiry date as 08-Aug- 2006. 

  

	 	•	 	Our bank will reserve all rights on liability. 

  

	 	•	 	Bank charges will be charged at RMB50036.23 

  

	 	•	 	For all remittance, your company has to go to Tianjin branch XinHua Sub-branch to submit the following factoring approval document. 

 Approving bank (stamp) 
 Legal Representative: 
 Date: 
  

 Selling party: Our company has received agreement number: 20060621001-2 (Agreement number) (Factoring Agreement) has agreed to the above statement and guarantee
20050725001 (China Banking Agreement) to fulfill the relevant responsibilities. 
 Selling party (stamp) 
 Legal Representative: 
 Date: