AGREEMENT OF GRANTING CREDIT LINE

Part A:                      

SHANDONG LONGKONG TRAVEL DEVELOPMENT CO., LTD

WEST TO YONGFU VILLAGE, YAODIANZI TOWN, YISHUI COUNTY

Tel:      0539 ###-###-####

BANK OF CHINA YISHUI BRANCH

66# CHANANZHONG RD. YISHUI COUNTY

Tel:       ###-###-####

1.  

Loan Amount: FIFTEEN MILLION YUAN  including:

2.  

Till the date that the agreement becomes effective, the balance of credit line obtained from Part B based on a valid Agreement of granting credit line which signed before or other similar single item agreement, shall be regarded as the granted credit of the Agreement.

3.  

Except stipulated under another agreement, using for following operations shall not be regarded as taking the credit under the Agreement.

(1)  

the negotiation of bills with correct documents

(2)  

Party B accepted negotiation of bills or financing operations processed base on a draft under a domestic L/C or a fund, or an export L/C that accepted, promised to pay, confirmed to pay, guaranteed to pay by opening bank or the confirming bank.

(3)  

The amount corresponding to the granted credit in such event as following shall not take a part of the granted credit:

(4)  

Other operations may not take a part of the granted credit that accepted by both parties.

1.  

Reserving all such following items which related to the Agreement or the single item agreement to Party B: corporate documents, bill of document, seal, list of certain staff, specimen signature and fills out all vouchers.

2.  

Opening the bank account that is needed to be used for granting credit operation based on a single item agreement.

3.  

The Guarantee arranged by the Agreement or the single Agreement has been set and becomes effective.

4.  

Other pre-conditions for being used for granting credit operation in single item agreement.

5.  

Other conditions that Party A shall provide as required by Party A.

2.  

The matter that the Party B concluded that may affect the Party A to carry out the contract occurs to the Party B or Party A, or the Guarantee Contract becomes invalid, cancelled or terminated, or Party A or Guarantor’s financial situation worsening or involved in a material lawsuit or arbitration, or other reason may affect him to carry out the contract, or the guarantor breaches other contract between the Party B and Guarantor during the guarantee period of the Contract, or the Guaranty is depreciated, damaged, lost, sealed up that cause the guarantee value to decrease or loss, in such events, the Party B may require the Party to provide another new Guarantee or change another Guarantor to guarantee the debt under the Contract.

(1)  

The Party A is duly organized and valid under the law of the People’s Republic of China and has the power and authority to own its property to consummate the transactions contemplated in this agreement and join the litigation, The Party A has the power to handle it assets used in operation.

(2)  

The Party A is at its option to sign and perform this agreement. It is the Party A’s true meaning and has the power to sign this agreement and it is not breach it article of association or regulations or agreements. The procedure for signature and performance or this agreement has been gone through and fully effectiveness. The Party A already obtained or being obtained all permit, approval, file, registration related to the signing and carrying out the Agreement.

(3)  

All documents, materials, reports and certificates provided to the Party B by the Party A for consummation of the agreement is true, real, complete and effective.

(4)  

The purpose of the single item granting credit operation that the Party A applied with the Party B is real, legal and no purpose to money laundering.

(5)  

The matter that may affect the Party A and the Guarantor’s financial situation or affect them to carry on the Agreement. The Party A shall not be hiding from Party B.

2.  

Party A commits as following:

(1)  

Provide the Party B the financial statement (including, but not limited, annual report, quarter report, monthly report) and other relevant documents as the Party B required.

(2)  

Accept checking the using of the granted credit line, checking and monitoring business operation and financing activities from the Party B with sufficient assistant and co-operation.

(3)  

A reverse guarantee agreement or such similar agreement is signed between the Party A and Guarantor related to the guarantee obligation, such agreement shall not affect the Party B’s equity under the Agreement.

(4)  

Such events may affect the Party A or Guarantor’s financial situation or carrying on the Contract, including, but not limited to any format split, merger, joint venture, cooperation, jointly cooperation, dissolution, closedown, liquidation, transformation; planning to go public, involved into a material lawsuit or arbitration, or a material business operation difficulty situation and a material financial situation worsening, or the Party A breaches other contracts, the Party A shall provide a writing inform to the Party B; Any above action the Party A takes that may affect the Party A’s repaying ability, Party A shall inform Party B in writing in time.

(5)  

The matters unarranged under the Agreement and a single item agreement, Party A agreed to process them pursuant to relevant regulations and general practice.

(1)  

The Party A fails to accomplish the obligation of repaying under the Agreement or a single item agreement.

(2)  

The Party A changed the purpose of the Loan describing under the Agreement or a single item agreement.

(3)  

The statement the Party A provide to the Agreement or the single item agreement is not true, or breaking the commitment in above agreement.

(4)  

The event describing in item (4), paragraph 2, article XIII of the Agreement occurs, the Party B believes the event may affect Party A’s and Guarantor’s financial situation or debt repaying ability, and the Party A fails to provide a new guarantor or changes the guarantor under the Agreement.

(5)  

Such events occur to Party A, business operation terminated, company dismissed, and business registration withdrawn or bankrupt.

(6)  

The Party A breaks other Articles of the Agreement or the single item agreement.

(7)  

The Party A breaks agreements among Part A and Party B and the other organizations of Bank of China CO., Ltd.

(8)  

The Guarantor agreements among Guarantor and Party B and the other organizations of Bank of China CO., Ltd.

1.  

Require the Party A or Guarantor to correct their breaches.

2.  

Adjust, suspend or terminate the Party A’s granted Credit Line partly or totally;

3.  

Totally or partly, suspend or terminate the loan fund drawing application under any agreement between Party A and Party B, unreleased loan fund, not yet applied trade financing activities.

4.  

Declare the principal and interest of un-repaid loans/trade financing activities and account payable under the Agreement, the single item agreement or other agreements, totally or partly due immediately.

5.  

Terminate or cancel the Agreement or, totally or partly terminate or cancel the single item agreement and other agreements between the Party A and Party B.

6.  

Claim a compensation to the Party A of loss caused by the Party A’s breaches.

7.  

Inform in advance or after, transfer the money in the account that the Party A opened with the Party B or other organizations of Bank of China to repay the part or total of the debt. The undue money in accounts would be regarded as due immediately. The currency in accounts is different from the executed currency, may computed applying to the current foreign exchange rate.

8.  

Claim the security interest.

9.  

Claim the Guarantee from the Guarantor.

10.  

Other actions that Party B may regard that is necessary and possible.

1.  

The Party A shall not transfer any right or obligation under the Agreement to a third party without a writing consent from the Party B.

2.  

The Party A shall accept that, when it is needed, the Party B relegates carrying on the Agreement to other organizations of Bank of China, or transfers the loan under the Agreement to above organizations. The above organizations authorized by the Party B have a right to carry out all the rights under the Agreement, to raise the dispute related to the Agreement to a law court, an arbitration authority, to apply for a law enforcement order from a Court.

3.  

The legal successor or assignee of both (each) parties of Agreement, shall be legally bound by the Agreement, with an exception that stipulated in another agreement.

4.  

With an exception that agreed in another agreement, the Registration Address of both parties describing in the Agreement means living address and contact address, and each party commits to provide a writing notify to another party when above address is changed.

5.  

The title and business name describing in the Agreement is being used for convenience, shall not be used in an explanation to the contain of Items, rights and obligations of the Agreement.