General Financing Agreement for Export Order (Contract No.: ORDER355551000015)

1.

2.

Valid order or trade contract of the foreign purchaser

3.

The other materials required by our bank

(1)

Have the right as the principal to be the financing applicator and the qualification and capacity to sign and execute this agreement according to law.

(2)

The basic trades under this agreement are true, legal and valid. Signing this agreement has obtained all the necessary authorization and approval. The signing and executing of this agreement shall not break our company’s regulations or relevant laws and regulations. This agreement shall not conflict with any other contract that has been signed or is being executed by Party B.

(3)

All the documents, statements, materials as well as other file information about the basic trade provided by Party A are true, accurate, complete and valid, without any false record, gross omissions or misleading statements.

(4)

Operate according to the laws and regulations with good credit. There is no credit default, evasion of repayment of bank loans or other poor records.

1.

Party B fails to repay any sum of the financing fund and its interests as well as other payables under this agreement according to this agreement, fails to use the financing funds to the agreed usage, fails to carry out any other obligations under this agreement, and after the interpellation of Party A, fails to carry out the obligations during the reasonable period as before, and breaches the any statement, guarantee or promise under this agreement.

2.

Some changes that are adverse to Party A’s obligatory right happen to the guarantee under this agreement, and other guarantees that are accepted by Party A are not provided by Party B separately.

3.

Any other debts that shall be undertaken by Party B are not paid off after they become due (including the ones announced to become due ahead of time), or the obligations under other agreements are not carried out or are breached, which has impacted or may impact the performance of the obligations under this agreement.

4.

The situation that has significant adverse impact for Party B to perform the obligations under this agreement happens to Part B, including but not limited to the worsening of the production and management as well as the financial position, being involved in the gross economic disputes or other liability accidents caused by breaching the relevant laws and regulations of the food safety, safety in production and environment protection as well as the regulatory regulations or industrial standards.

5.

Closure of the business, dismission, settlement, suspension of business for bringing up to standard, cancellation and withdrawal of the business license or the application for bankruptcy happen to Party B.

6.

The goods under a certain order financing are in danger, or are detained, sealed up, distrained or enforced by the customs department;

7.

During financing, the buyer cancels the order or the basic contract between the Party B and the buyer is terminated ahead of time.

8.

The payment for the goods sold by Party B is refused by the buyer.

9.

The trade disputes (including but not limited to the trade disputes in terms of the quality, technology and service) and the disputes over obligation happen between the Party B and the buyer or other third parties, which may result in the failure of recovering the sales loans.

10.

After receiving the payment by the buyer for selling goods under certain order, Party B fails to pay the sum of money into the account for returned money according to this agreement in time.

11.

Party B uses the false contract between the related parties to defraud the Party A of the capital or credit without the actual trade background, or evades the Party A’s obligatory right through related trades.

12.

Without the written consent of the Party A, Party B establishes the mortgage (pledge) to others with its properties or provides guarantee to others, which causes the increase of risks for Party A; or without the written consent of the Party A, Party B establishes the mortgage (pledge) with the receipts or goods under the basic contract.

13.

Other situations that are reasonably regarded by the Party A to have potential adverse impact on its obligatory right under this agreement

1.

Announce that part or all of the financing under the items hereof expires ahead of time and require the Party B to repay at once;

2.

Surcharge the interest penalty for the overdue debt as per the interest rate of the financing;

3.

Stop handling the additional application of Party B for the financing business of the payment in advance;

4.

Require Party B to compensate for the direct losses of Party A, including but not limited to the counsel fee, costs and other fees for ensuring the obligatory right;

5.

Deduct the debt from any account opened by Party B in Party A or execute any other rights of set-off;

6.

Dispose the objects given as a pledge or require the guarantor to carry out his obligations in guaranty;

7.

For any debt after the pledge offset or disposition and the guarantee compensation, Party A shall have the right to continue to demand repayment by Party B until the debt is paid off;

8.

Adopt any other measures which could safeguard the rights and interests of Party A under the items hereof.

1.

Arbitrate by the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules;

2.

By means of litigation for settlement in the local court where Party A is located.

Shishi Branch of Industrial and Commercial Bank of China (“Party A”)

Shishi Lixiang Foods Co., Ltd.             (“Party B”)

1.1

Principal claims guaranteed by Party B shall be the claims against the Debtor under domestic and foreign currency borrowing contract, foreign lending contract, bank acceptance agreement, L/C opening agreement/contract, guarantee opening agreement, international and domestic trade financing agreement, forward foreign exchange agreement and other financing documents (“Principal Contract”) between Party A and Shishi Feiying Plastic Co., Ltd. (“Debtor”), for the maximum balance to the extent of RMB 30,000,000.00 (RMB Thirty Million, in words) (the amount in words shall prevail in the event of any difference between the amount in words and number), from November 15, 2010 to November 14, 2012 (including commencement date and expiry date) (“Effective Term”), irrespective of whether such claims become due during the above period.

1.2

The above “Maximum Balance” shall mean the total balances of the claims in RMB converted from different foreign exchanges at the middle price of foreign exchange published by Party A on the date when the Principal Claims under Party B's guarantee liability is determined.

4.1

If the Principal Contract is a borrowing contract, the guarantee period hereunder shall be two years from the date following expiry of borrowing period hereunder; if Party A declares the borrowings to become due earlier according to the Principal Contract, such guarantee period shall be two years from such earlier due date.

4.2

If the Principal Contract is a bank acceptance agreement, the guarantee period hereunder shall be two years from the date following acceptance made by Party A.

4.3

If the Principal Contract is a guarantee opening agreement, the guarantee period hereunder shall be two years from the date following performance of guarantee obligations by Party A.

4.4

If the Principal Contract is a L/C opening agreement/contract, the guarantee period hereunder shall be two years from the date following payment of L/C by Party A.

4.5

If the Principal Contract is a financing document, the guarantee period hereunder shall be two years from the date following expiry or earlier expiry of the claims under the Principal Contract.

5.1

Party B, being an incorporated entity, has obtained authorization or approvals necessary to the guarantees in favor of Party A pursuant to procedures and authority as set forth in its articles of association, without any violation of laws, regulations and other provisions.

5.2

If it is a listed company or a subsidiary controlled by a listed company, it shall disclose the guarantees in a timely manner as required by the Securities Law, the Listing Rules of Stock Exchange, and other applicable laws, regulations and rules.

5.3

It has sufficient capability to bear the guarantee liability, which shall not be impaired or exempted due to any directive, change of financial conditions, any agreement with any third party.

5.4

It has a full understanding for use of the obligations under the Principal Contract, and it is willing to provide the guarantees in favor of the Debtor, and all of its intents hereunder is its true intends. With respect to international and domestic trade financing, Party B undertakes that the basic transaction in relation to the financing is true without any fraud.

5.5

Any material or information provided to Party A is true, accurate and complete in all respects without false records, material omission or misleading statements.

5.6

If the Principal Claims hereunder are international trade financings provided to the Debtor by Party A, Party B acknowledges and accepts relevant international practices in relation to relevant business.

5.7

If Party B is an natural individual, it shall simultaneously make the representations and warranties as follows:

 

A.

It has full capability for civil affair rights and civil conducts;

 

B.

It has legal income sources and sufficient compensatory capability;

 

C.

It has not defaulted in paying banking loans and interests intentionally, nor have had malicious overdraft;

 

D.

It has no bad act or criminal record such as gambling or drug-taking;

 

E.

Its guarantee to Party A has been agreed by its spouse.

6.1

Party B shall unconditionally perform its guarantee liability hereunder within five business days upon receipt of a notice from Party A under any of the following circumstances:

A.

The Debtor defaults in paying the due (and/or earlier due) Principal Claims;

B.

Party B or the Debtor is petitioned for bankruptcy or is out of business, or dissolved or comes into liquidation, or suspended for reorganization, or its business license is canceled or withdrawn.

6.2

If the collaterals are provided in favor of the Principal Claims of Party A, irrespective of whether such collaterals are provided by the Debtor or a third party, Party A shall have the right to request Party B to bear guarantee liability in advance, to which Party B shall not bring an objection. Guarantee liability of Party B shall not become void or be exempted but keep effective if Party A waives, changes or loses its security interests in the guarantee.

6.3

Upon request of Party A, Party B shall provide its financial information, tax payment receipts and other relevant information reflecting its financial conditions on a timely basis.

6.4

Party B shall continue to perform its guarantee liability hereunder without its further consents under any of the following circumstances:

 

A.

Obligations of Party B are not added or performance of such obligations is not extended even if Party A and the Debtor negotiate on changing the Principal Contract;

 

B.

Obligations of the Debtor under the L/C are not added or payment of such obligations is not extended even if Party A and the Debtor make modifications on L/C in relation to the Principal Contract under financial and domestic trading financing.

 

C.

Party A transfers the Principal Claims to a third party.

6.5

Any security to be provided in favor of a third party shall not damage the rights of Party A.

6.7

Party B shall inform Party A in a timely manner under any of the following circumstances:

 

A.

It changes or replaces its articles of association, scope of business, registered capitals or legal representative;

 

B.

It is out of business, or it is dissolved or comes into liquidation, or it is suspended for reorganization, or its business license is canceled or withdrawn, or it is petitioned for bankruptcy;

 

C.

It is being or may be involved in material economic disputes, suits and arbitrations, or its properties have been sealed, seized or monitored according to law;

 

D.

If Party B is a natural individual, its address, employer and contact methods are changed.

 

E.

Its obligations are added by issuing enterprise bonds, corporate debentures, short-term financing bonds or through other direct financing;

 

F.

It occurs other borrowings or provides security in favor of others in a large amount.

6.8

Party B shall accept and sign written notices from Party A in a timely manner.

6.9

With respect to domestic L/C, buyer’s financing under L/C, import L/C and import bill/import paying on behalf, Party B shall bear incontestable guarantee liability, and shall not claim exemption or bring objection even if any judicial or administrative authority issues payment stop order, injunction in relation to payment under the L/C, or seals, seizes or freezes relevant properties under the L/C or takes other similar measures, under any of the following circumstances:

 

A.

A person named or authorized by Party A has made payment with a bona fide according to directions of Party A;

 

B.

Party A or a person named or authorized by it has issued a payment confirmation for price of goods under a domestic L/C with a bona fide, or has accepted the documents under an import L/C with a bona fide;

 

C.

The confirming bank of a L/C has made payment with a bona fide;

 

D.

The negotiating bank of a L/C has made payment by negotiation with a bona fide.

A.

Effective Term under Article 1.1 expires;

B.

It is impossible for new claims to occur;

C.

The Debtor and/or Party B has been declared as bankrupt or has been cancelled;

D.

Other circumstances as provided for determination of claims by the laws.

9.1

Any party shall be deemed to breach this Contract if it fails to perform any of its obligations hereunder or breaches any of its representations, warranties and undertakings hereunder after this Contract comes into effect. In such case, it shall indemnify the losses caused to the other party.

9.2

Party A shall be entitled to deduct any amounts under all of Party B’s accounts opened with ICBC and its branches for satisfying the obligations under the Principal Contract provided that Party B defaults in performing its guarantee liability hereunder. In the event of any inconsistency between currency of deducted money and the currency under the Principal Contract, the deduction shall be made at applicable exchange rate to be published by Party A on the date of such deduction. Interests and other fees from date of deduction to payment date (when Party A converts those deducted amount into an amount in the currency under the Policy of Administration of Foreign Exchange and applies to the obligations under the Principal Contract), and any discrepancy caused by fluctuation of exchange rate during such period, shall be under the account of Party B.

9.3

Unless otherwise as provided in this Contract, the other party shall be entitled to take any other measures as specified in laws, regulations and rules of the PRC if any party breaches this Contract.

10.1

This Contract comes into effect from the date of the signing of it.

10.2

Any modification to this Contract shall be negotiated, made in writing, and agreed on by the parties. Any such modification terms or agreements shall be integral to this Contract, and shall have the same force and effect with this Contract. Except for those terms as modified, the remaining provisions hereof shall remain effective. However, original terms hereof shall remain effective before those modified terms come into effect.

10.3

If any provision of this Contract becomes void or unenforceable, the validity or enforcement of the remaining provisions hereof, or the validity of the whole Contract shall not be affected in any way.

10.4

Any modification to and/or any termination of this Contract shall not affect either party's rights to claim indemnification. And any termination of this Contract shall not affect the validity of the terms in relation to the dispute resolutions.

A.

To be arbitrated by Xiamen Arbitration Commission; and the arbitration will be conducted in   Xiamen  (place of arbitration) in accordance with the arbitration rules in force and effect at the time of applying for such arbitration. The awards shall be final and binding upon the parties.

B.

To be judged and resolved by the court at the location of Party A.

12.1

Without prior written consents of Party A, Party B shall not transfer the whole or part of its rights or obligations hereunder.

12.2

Any failure to exercise in whole or part, or any delay to exercise any of its rights hereunder by Party A, shall not constitute a waiver or change of such rights or any other rights, nor affect further exercise of such rights or any other rights by it.

12.3

Party A shall be entitled, in accordance with relevant laws, regulations or other regulatory documents or requirements of finance regulatory institutes, to provide information in relation to this Contract and other relevant information to the basic credit information database of People's Bank of China or other credit database established according to law for search and use by eligible institutes or individuals. Meanwhile, Party A shall be entitled to search relevant information of Party B through basic credit information database of People's Bank of China or other credit database established according to law for purpose of conclusion and performance of this Contract.

12.4

This Contract is made in duplicate originals with Party A and Party B holding one original respectively, and each original shall have the same force and effect with the other one.

13.1

13.2

13.3

13.4