Loan Contract of Current Fund No.

A.

Initial interest rate shall be the benchmark interest rate of loan issued by The People’s Bank of China on actual withdrawal date.  floating upward/ floating downward(pick one) / %.

B.

Re-pricing Date, re-pricing according to corresponding loan benchmark rate issued by The People’s Bank of China that day, floating upward/ floating downward(pick one) / % as the appropriate interest of the floating period.

A.

Initial interest rate shall be the benchmark interest rate of loan issued by The People’s Bank of China on actual withdrawal date.  floating upward/ floating downward(pick one) / %.

B.

Re-pricing Date, re-pricing according to corresponding loan benchmark rate issued by The People’s Bank of China that day, floating upward/ floating downward(pick one) / % as the appropriate interest of the floating period.

A.

Initial interest rate shall be the latest ____/__ month obtained from Reuters one the last working day before actual withdrawal date at (Beijing time ) 9:00 am plus ____/__  base point.

B.

Re-pricing Date, re-pricing according to the latest floating period obtained from Reuters one the last working day before actual withdrawal date at (Beijing time ) 9:00 am plus ____/__  base point as the appropriate interest of the floating period.

2.

Calculations of interests

3.

Method of interest settlement

(1)

Settlement with quarter, 20th of each last month per quarter as the interest settlement day, and the 21st as the payment day.

(2)

Settlement with month, 20th of each month as the interest settlement day, and the 21st as the interest payment day.

4.

Default interest

 

(1)

If Party A fails to return the payment of Inward Bills within the agreed time, as for the overdue payment, the default interest shall begin accruing according to the default interest rate starting from the date of late payment until both the principal and interest are paid off.

 

(2)

If Party A fails to pay the interest and default interest in time, it can be penalized with compound interest per month/per quarter according to agreed default interest in this contract.

 

(3)

Default interest rate

 

1.

This Contract and its Attachments have become effective;

2.

The borrower has provided guarantee required by the lender. The guarantee contract has come into effect and passed relevant procedures such as approval, registering or filing.

3.

The Borrower has retained with the Lender the Borrower’s documents, bills, specimen seal impression, list of relevant personnel and signature sample relating to execution and performance of this Contract and properly fill in the relevant certificates;

4.

The Borrower has opened the account for performance of this Contract as required by the Lender;

5.

The Borrower shall, __three__ banking days prior to drawing, submit to the Lender a written application for drawing and the certificate of the loan purpose, and handle the relevant procedures for withdrawal;

6.

√ The Borrower has provided to the Lender the resolution and authorization approving execution and performance of this Contract issued by the board of director or other authorities of the Borrower (as an optional clause, ,it should be ascertained that the borrower has been approved and authorized before establishment of the contract); and

7.

Other conditions for drawing as stipulated by law or agreed by both Parties_/_

1.

The Borrower shall draw the loan pursuant to the following second items:

Time

Amount

2.

If the Borrower delays to draw any amount of the loan within the time limit as stipulated above, the Lender has the right to refuse the Borrower’s application for drawing the delayed amount thereafter.

1.

Loan release account

A.

The lender and the borrower should build new credit business relationship and the borrower’s credit lever doesn’t meet the lender’s internal requirement.

B.

There is clearly payee for the withdraw application (specific account name and number) and the every single draw exceeds 10 million. (The foreign currency should convert according the exchange of the actual day __/_.

C.

Other term and situation between lender and borrower __/_.

3.

After granting the loan fund, shall provide fund usage record and information which is required by the lender, shall provide the preceding material including but not limited: payment voucher.

 

4.

After releasing loan, the borrower shall provide using record, documents and so on as requested by the lender.

5.

The lender has the right to cease the granting loan fund and payment if there is any possibility as below:

1.

The lender appoints the following bank accounts as the fund collecting accounts, it should be only the accounts collects the money. The lender should provides the transfer in and out situation in time. The borrower have the rights to ask the lender to explain huge amount or unusual amount flowing and do the inspection on the accounts.

2.

Unless otherwise agreed by both Parties, the Borrower shall repay the loan hereunder pursuant to the following item:

(1)

The whole loan hereunder shall be repaid on the date of expiration of the term of the loan.

(2)

The loan hereunder shall be repaid pursuant to the following repayment schedule:

Repayment Time

Repayment Amounts

(3)

Other repayment plan: /

3.

Unless otherwise agreed by both Parties, on condition that the Borrower defaults in payment of both the principal and interests, the Lender shall have the right to decide the sequence of payment of principal and interests; if there are several mature loans and overdue loans hereunder in case of repayment by installments, the Lender shall have the right to decide the sequence of repayment of certain loan by the Borrower; if there are several mature loan contracts between both Parties, the Lender shall have the right to decide the sequence of performance of each contract by the Borrower.

4.

Unless otherwise agreed by both Parties, the Borrower may repay the loan in advance, provided that it shall give a written notice of __5___ banking days to the Lender. The amount repaid in advance shall be firstly used to repay the loan to be mature lastly, i.e. repayment by the reverse sequence.

5.

The Borrower shall repay the loan hereunder by _(1)_ of the following:

 

(1)

The Borrower shall, no later than three__ banking days prior to maturity of each sum of principal and interests, deposit adequate funds into the following account for repayment of the loan, and the Lender shall have the right to actively collect the sum from such account on the mature date of each sum of principal and interest.

 

(2)

Other repayment method as agreed by both Parties: _ / .

1.

The guarantee method under this contract is:

1.

The Borrower’s statements as following:

(1)

It is duly incorporated and validly existing, and has the full ability of civil rights and acts required for execution and performance of this Contract;

(2)

Its execution and performance of this Contract is its true declaration of intent, has obtained legal and valid authorization according to its articles of association or other internal constitutional document, and will not violate any agreement, contract and other legal documents binding upon the Borrower; it has or will obtain all approvals, permits, filings or registrations required for its execution and performance of this Contract;

(3)

All documents, financial Statements, certificates and materials provided by it to the Lender hereunder are true, complete, accurate and valid;

(4)

The transaction background under which it applies to the Lender for handling the business hereunder is true and legal, and is not for the purpose of money laundering

(5)

It does not conceal with the Lender any event that may affect its financial standing or ability of performance; and

(6)

It does not conceal with the Lender any event that may failed to obey PRC environmental standard and regulations or other pollution risk and

(7)

Other matters represented by it: __/__.

(1)

It will provide regularly or timely to the Lender its financial Statements (including but not limited to annual reports, quarterly reports and monthly reports) and other relevant materials; the borrower shall make sure that it can always confirm to the following requirement: __/__.

(2)

If the lender has signer or is about to sign a counter-guarantee contract or the like with the guarantor, that contract shall not alter or affect any terms under this contract.

(3)

It will be subject to the inspection and supervision of the Lender upon the credit loan, and provide adequate assistance and cooperation, reporting time :_1 month ___

(4)

It will timely notify the Lender in case of occurrence of any event that may affect its financial standing or ability of performance, including but not limited to the change of its operation such as division, merger, association, joint venture with foreign investors, contractual operation, reorganization, reform or plan for listing in any way, reduction of registered capital, transfer of major assets or equity, assumption of major debts, creation of new major debts over the mortgaged object, freezing up of the guaranteed object, dissolution, cancellation, application for bankruptcy by or against it, being subject to major litigation or arbitration, difficulty in its operation or deterioration of its financial standing, or its defaults under other contracts; if it will take any action of the forgoing that may affect its ability of repayment, it must obtain the consent of the Lender;

(5)

The sequence of its repayment of the Lender’s loan hereunder has precedence over the loan extended by its shareholders to it, and is not subordinate to the debts of the same kind owed to its other creditors;

(6)

√It will not distribute any dividend and bonus to its shareholders in any way from its pre-tax profits in the relevant fiscal year unless and until the principal, interests and expenses payable to the Lender during such fiscal year are paid off;

(7)

It will not dispose of its own assets in a manner impairing its ability of repayment; the total amount of guarantees provided by it will not be higher than ___1___ time(s) of its net assets, and the total amount of guarantees and the amount of single guarantee will not exceed the limit as stipulated in its articles of association;

(8)

The borrower is not allowed to transfer loan under this contract to the account with same name and related account exception of agreed by the Lender.

(9)

The terms under this contract, should not lower than any other financial organizations between the borrower and the lender of the guarantee terms, loan fund rate, payback sequent.

(10)

X should register currency transaction loan at FECB in time and pay the loan and interest and other procedure.

(11)

The borrower has the right to get back fund in advance which is according to the situation.

(12)

The borrower promise other items: _/_

1.

If the Borrower is a group client as determined by the Lender in accordance with the Guidelines on the Management of Risks of Credits Granted by Commercial Banks to Group Clients (referred to as “Guidelines” hereinafter).

2.

It shall timely report to the Lender any of its related-party transaction regarding more than 10% of its net assets, including the relationship between the related parties under the transaction, the project, nature and amount of the transaction or the relevant policies on ratio and pricing (including the transaction without consideration or with nominal consideration).

1.

The Borrower fails to perform its obligations of payment and repayment pursuant to the provisions contained herein;

2.

The Borrower uses the loan hereunder for any purpose other than that as agreed in this Contract;

3.

Any representation made by the Borrower herein is untrue or violates any undertaking made by the Borrower herein;

4.

In case of occurrence of the circumstances as described in item (3) of ⅸ 2 hereof, the Lender deems it will affect the financial standing and ability of performance of the Borrower, but the Borrower fails to provide new guarantee and replace the surety pursuant to the provisions of this Contract;

5.

The Borrower’s credit standing decrease, or its indexes of profitability, ability of repayment, performance, or cash flow deteriorate, which exceeds the requirements of this contract or other financial contracts.

6.

X the Borrower violates provisions of the contract with the Leander or sub-branches of Bank of China

7.

The Guarantor violates provisions of the contract with the Leander or sub-braches of Bank of China;

8.

The Borrower stops its business operation or is dissolved, cancelled or bankrupt.

9.

The Lender spots conditions that may affect the Borrower’s and the Guarantor’s financial status and fulfillment of the contract during its annual review on them(every full year after the effective date).

10.

The Borrower violates other provisions hereof regarding the rights and obligations of both Parties; In case of occurrence of any of the above event of breach, the Lender shall have the right to take one or more of the following measures based on the specific circumstances:

1.

Submit to ___________________Arbitration Committee to arbitrate.

2.

Submit to the People’s court located in the domicile of Party B or other corresponding institutions of Bank of China, Inc.

3.

Prosecute the People's Courts with jurisdiction.

1.

Without Party B’s written consent, Party A is not allowed to transfer rights or obligations to the third parties.

2.

If Party B entrusts any other institutes of Bank of China to execute the rights and obligations under this contract, Party A shall agree. Party B or its designees are entitled to exercise all the rights under this agreement and to file a lawsuit in the People's Courts or submit to the Arbitration Committee to arbitrate.

3.

In case of not affecting the other covenants of this contract, this contract has the legal binding to the heirs and transferees.

4.

Apart from the other covenants, the address specified in this contract by both parties is regarded as the contract address, and also promise that when the contract address changes, then information will sent to the party in written form in time.

5.

The transactions under this contract is handled basing on independent interest.

6.

The titles and business names in this contract are just used for the purpose of convenience, and can’t be used for the purpose to explain the clause content, and obligations and rights of the party.

7.

The borrower has the right to submit related information and the lender’s other information to the credit system of the People’s Bank of China and other credit data to be searched and used by qualified institution or individual. The borrower also has the right to search the lender’s information through above credit system before entering into this contract.

8.

If withdrawal date, repayment date is the same day of legal holidays, it shall be postponed to the following working day.

9.

Per the changes of laws and regulations or regulatory process or the requirements of regulatory authority, Party B is unable to execute this agreement or execute according to covenants, Party B has the right to terminate or amend this agreement or single agreement according to the changes of laws and regulations or regulatory process or the requirements of regulatory authority and exemption from liability.