Contractof Guaranty of Maximum Amount No.Ec1000010070700002

1.1

Party B has the principal qualification of a surety, and is capable to provide with a guaranty of suertyship, according to the laws of People’s Republic of China.

1.2

Party B is fully capable to undertake the guaranty liability, and such liability may not be alleviated or exempted due to any instruction received, financial situation changes, or any agreement reached with any body.

1.3

Party B has a full knowledge of the usage of the debt of the debtor under the Principal Contract, and Party B provides the debtor a guaranty of guaranty absolutely out of his own will while all of his declaration of will under the Contract is true.

1.4

If being a natural person, Party B confirms and assures that before providing the guaranty of guaranty under the Contract, he has made proper arrangement on the bare necessities of life for himself and his family dependents; Party A requires that Party B’s assumption of the guaranty liability shall not have any impact on the normal lives of Party B and his family members.

2.1

The Principal Claim secured under the Contract is the full value of the Principal Claim, namely RMB50,000,000.00, said Fifty Million RMB Yuan, formed by specific granting of credit (including but not limited to such on-or-off balance sheet businesses as a loan, a commitment of loan, an acceptance, a discount cash, a bond buy-back, a business financing, a factor, a letter of credit, a letter of guarantee, an overdraft, an inter-bank lending, a guaranty, etc.) conducted by Party A for the Debtor from July 6, 2010 to July 6, 2012, on the basis of the Principal Contract.

2.2

Party B provides a guaranty of maximum amount for the above-mentioned Principal Claim, irrespective of the times and the amount of each time, or whether the expiry date of the time limit for the debtor to perform his obligation overtop the foregoing time limit.

9.1

Party B has the obligation to supervise the guarantee’s performance of all the obligations under the Principal Contract.

9.2

Party B shall actively cooperate with Party A and consciously subject itself to Party A’s inspection and supervision over its business operation and financial activities, and provide Party A every month, as required by Party A, documentation and information concerning its financing and accounting status and its production and operation situations, including but not limited to the provision within 10 working days in the first month of every quarter of the Balance Sheet, Income Sheet (Statement of Income and Expenditure for any public institution), and the provision at the end of each year of a Statement of Cash Flow, etc., and a timely provision of financial statement audited by any auditing body recognized by Party A, and at the same time ensure the facticity, legality, integrality, validity of the documentations provided.

9.3

Where the liability under the Principal Contract is in a foreign currency, Party B shall undertake the guaranty liability in the currency agreed in the Principal Contract. If Party B does it in any other exchangeable currency or RMB, it shall secure the agreement of Party A, and perform the guaranty liability by converting such currency into the one agreed in the Principal Contract at the foreign exchange rate quoted at Bank of Nanjing Co., Ltd. on the day when the guaranty liability is performed.

9.4

Party B shall fulfill the following obligation of notifications:

9.4.1

Party B shall notify Party A in writing within 3 days of the occurring of the following events or of the founding of possibility of such occurrence on the side of Party B:

9.4.1.1

Party B meets with grave financial losses, which affects or possibly affects its repaying ability;

9.4.1.2

Party B involves or will involve in major lawsuits, arbitrations or other legal disputes;

9.4.1.3

Any change in Party B’s name, legal representative (responsible officer), address, telephone numbers, etc.;

9.4.1.4

Other events occurred on the side of Party B which affect or may affect its repaying ability.

9.4.2

Party B shall notify Party A in writing 30 days before the occurring or a possible occurrence of following events on the side of Party B:

9.4.2.1

Separation, transformation, merger, termination, joint venture, etc. on the side of Party B;

9.4.2.2 

Changes in the business scope or of the registered capital of Party B;

9.4.2.3 

Changes in the top-five investors or shareholders.

9.5

In case of being a natural person, Party B shall notify Party A in writing within 3 days after the occurrence or a possible occurrence of the following events, in addition to observing all the stipulations under the Contract:

9.5.1

Major casualty occurred to Party B himself or his family or its income has changed greatly, in which case the economic conditions worsens and impact or possibly impact his capability of guaranty;

9.5.2 

Party B changed his occupation;

9.5.3

Party B meets with such events as unemployment, divorce, or serious diseases;

9.5.4

Party B meets with other events which cause Party B to lose or possibly lose his capability of guaranty, or impact his undertaking guaranty liability.

9.6

Party B shall not refuse to fulfill the obligations under the Contract on the excuse of any dispute with a third party.

10.1

Party A has the right to directly demand Party B to undertake the guaranty liability for the unsatisfied claim of Party A under the Contract.

10.2

Party A has the right to supervise the status of fund, properties, economy, etc. of Party B, and has the right to demand Party B to present related documentation as it is.

10.3

In terms of all the receivables from Party B within the scope of the guaranty, Party A has the right to deduct its receivables directly from any account opened by Party B at the side of Party A (including but not limited to current account, savings account, national debt account, etc.), and Party B bears by itself any interest, handling charge, loss from exchange rate fluctuation, etc. caused by the deduction.

10.4

Upon performance by Party B of his guaranty liability, Party A may provide Party B, as required by Party B, relevant evidence of such performance.

10.5

Party A enjoys the rights and takes the responsibilities in accordance with the laws, regulations, rules, etc. and the terms and conditions of the Contract.

12.1

The Contract is concluded in accordance to the laws of People’s Republic of China, which are applicable to the Contract.

12.2

Any dispute occurred in the course of the execution of the Contract shall be settled through negotiations. In case of no settlement is reached, Type 1 shall be chosen from the following settling manners:

(Type 2)

Apply to / Arbitration Commission for arbitration (the locality is / ) with the arbitration rules active and effective at the time the application is made. The arbitration decision is final and binding on both parties.

13.1

Where Party B is a legal person or any organization, the Contract shall enter into effect on the day when it is signed by or sealed with the name stamp of the legal representative, principle, or accredited representative of Party A and sealed with the Corporate Seal or Special Contract Seal of Party A, and signed by or sealed with the name stamp of the legal representative or accredited representative of Party B and sealed with the Corporate Seal or Special Contract Seal of Party B; where Party B is a natural person, the Contract shall enter into effect on the day when signed by or sealed with the name stamp of the legal representative, principle, or accredited representative of Party A and sealed with the Corporate Seal or Special Contract Seal of Party A, and signed by Party B or his accredited representative.

13.2

After the Contract enters into effect, neither Party A nor Party B shall arbitrarily alter or terminate it unless further stipulated by the Contract; in the case of needy alteration or termination, a written agreement should be reached by both parties through negotiation. All terms and conditions of the Contract remain effective before such written agreement is reached.

14.1

Party B has fully acknowledged the risk of exchange rate fluctuation. If the Principal Contract adopts floating interest rate, Party B undertakes, out of his will, the guaranty liability increased because of such fluctuations.

14.2

All attachment to the Contract, and all the legal documents related to the execution of the Contract are the component part of the Contract, and have equal legal force as the Contract.

15.1

The Contract is made in two copies, one is held by Party B, and one is held by Party A, and each copy has the equal legal force.

15.2

Any matters not covered by the Contract shall be handled in compliance with relevant national laws, regulations and rules.

16.1

In signing and exercising the Contract, both parties have been approved by law or have been given the approval by the competent decision-maker stipulated in their respective articles of corporation or by government supervision department, and obtained the necessary, sufficient and legal authorization.

16.2

In signing the Contract, the parties expressed their true intentions, the signatures and seals were genuine, the signing representatives are authorized, and the Contract has legally binding on both parties.

16.3

Party B has the right to own its whole property, and all the documentation it produced to Party A is true, legal and effective, and contains neither mistake nor omission of facts which disagrees with the truth.

16.4

Party B has read all the content of the Contract. As requested by Party B, Party A has made relevant explanation on the terms and conditions of the Contract. Party B has got a full knowledge and understanding of the significations and legal consequences of the stipulations of the Contract.

16.5

Party A is a legally established bank, and is qualified to operate the business under the Contract.