EXHIBIT 10.44 GUARANTEE TO BE GIVEN BY A LIMITED COMPANY To: Commonwealth Finance Corporation Limited 11/F, Wyndham Place, 40-44, Wyndham Street, Hong Kong. (1) In consideration of your making or continuing advances or otherwise giving credit or...

 
                                                                   EXHIBIT 10.44

                   GUARANTEE TO BE GIVEN BY A LIMITED COMPANY

To:  Commonwealth Finance Corporation Limited
     00/X, Xxxxxxx Xxxxx, 00-00, Xxxxxxx Street, Hong Kong.


(1)  In consideration of your making or continuing advances or otherwise giving
credit or affording credit facilities (including interalia the issue of
guarantees by you and your acceptance of guarantees by the Principal as
hereinafter defined in favour of third parties) for as long as you shall think
fit to Creative Master Limited (hereinafter called "the Principal") we, the
undersigned, hereby agree to pay to you on demand all sums of money which are
now or shall at any time be owing to you anywhere on any account whatsoever
whether from the Principal solely or from the Principal jointly with any other
person or persons or from any firm in which the Principal may be a partner
including the amount of notes or bills discounted or paid and other loans,
credits or advances made to or for the accommodation or at the request either of
the Principal solely or jointly or of any such firm as aforesaid or for any
money for which the Principal may be liable as surety or in any other way
whatsoever together with in all the cases aforesaid all interest, discount and
other DTC charges including legal charges occasioned by or incident to this or
any other security held by or offered to you for the same indebtedness or by or
to the enforcement of any such security.

     Provided always that the liability ultimately enforceable against us shall
not exceed in aggregate HKD 7 million together with interest thereon (as well
after as before judgement) with monthly rests computed from the date of demand
at the rate of 2% per annum above its Best Lending Rate (which expression shall
mean the rate of interest per annum from time to time quoted by the Hongkong and
Shanghai Banking Corporation as its prime or best lending rate for Hong Kong
Dollars in Hong Kong) presently 10.75%

(2) This guarantee shall not be considered as satisfied by any intermediate
payment or satisfaction of the whole or any part of any sum or sums of money
owing as aforesaid but shall be a continuing security and shall extend to cover
any sum or sums of money which shall for the time being constitute the balance
due from the Principal to you upon any such account as hereinafter mentioned.

(3) This guarantee shall be binding as a continuing security on us until the
expiration of one calendar month after we or in the event of our going into
liquidation or receivership the liquidator or receiver shall have given to you
notice in

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writing to discontinue and determine it and shall extend thereafter to any
bills, notes or cheques current at the expiration of the notice but afterwards
dishonoured and until such sums have been paid to you.

(4) In the event of this guarantee ceasing from any cause whatsoever to be
binding as a continuing security on us you shall be at liberty without thereby
affecting your rights hereunder to open a fresh account or accounts and to
continue any then existing account with the Principal and subsequently drawn out
by the Principal shall on settlement of any claim in respect of this guarantee
be appropriated towards or have the effect of payment of any part of the money
due from the Principal at the time of the guarantee ceasing to be so binding as
a continuing security or of the interest thereon unless the person or persons
paying in the money shall at the time in writing direct you specially to
appropriate it to that purpose.

(5) Any admission or acknowledgement in writing by the Principal or by any
person authorized by the Principal of the amount of indebtedness of the
Principal to you and any judgement recovered by you against the Principal is
respect of such indebtedness shall be binding and conclusive on and against us
in all courts of law and elsewhere.

(6) You shall be at liberty without thereby affecting your rights against us
hereunder at any time to determine enlarge or vary any credit to the Principal
to vary exchange abstain from perfecting or release any other securities held or
to be held by you for on account of the monies intended to be hereby secured or
any part thereof to renew bills and promissory notes in any manner and to
compound with give time for payment to accept compositions from the make any
other arrangements with the Principal or any obligants on bills notes or other
securities held or to be held by you for and on behalf of the Principal.

(7) This guarantee shall be in addition to and shall not be in any way
prejudiced or affected by any collateral or other security now or hereafter hold
by you for all or any part of the money hereby guaranteed nor shall such
collateral or other security or nay lien to which you may be otherwise entitled
or the liability of any person or persons not parties hereto for all or any part
of the monies hereby secured be in anywise prejudiced or affected by this
present guarantee. And you shall have full power at your discretion to give time
for payment to or make any other arrangement with any such other person or
persons without prejudice to this present guarantee or any liability hereunder.
And all money received by you from us or the Principal or any other person or
persons liable to pay the same may be applied by you to any account or items

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of account or to any transaction to which the same may be applicable.

(8) Although our ultimate liability hereunder cannot exceed the limit
hereinbefore mentioned yet this present guarantee shall be construed and take
effect as a guarantee of the whole and every part of the principal money and
interest owing and to become owing as aforesaid and accordingly we are not to be
entitled as against you to any right of proof in the bankruptcy or insolvency of
the Principal or other right of a surety discharging his liability in respect of
the principal debt unless and until the whole of the principal money and
interest shall have first been completely discharged and satisfied. And further
for the purpose of enabling you to xxx the Principal against his estate for the
whole of the money owing as aforesaid or so preserve intact the liability of any
prove against his estate for the whole of the money owing as aforesaid or to
preserve intact the liability of any other part you may at any time place and
keep for such time as you may think prudent any money received recovered or
realized hereunder to any as a separate or suspense account to the credit either
of us or of such other person or persons or transaction if any as you shall
think fit without any intermediate obligations on your part to apply the same or
any part thereof in or towards the discharge of the money owing as aforesaid or
any intermediate right on our part to xxx the Principal or prove against his
estate in competition with or so as to diminish any dividend or other advantage
that would or might come to you or to treat the liability of the Principal as
diminished.

(9) We have not taken in respect of the liability hereby undertaken by us on
behalf of the Principal and we will not take from the Principal either directly
or indirectly without your consent any promissory note xxxx of exchange mortgage
charge or other counter-security whether merely personal or involving a charge
on any property whatsoever of the Principal whereby we or any person claiming
through us by indorsement assignment or otherwise would or might on the
bankruptcy or insolvency of the Principal and to the prejudice of you increase
the proofs in such bankruptcy or insolvency or diminish the property
distributable amongst the creditors of the Principal. And as regards any such
counter-security as aforesaid which we may have taken or may take with such
consent is aforesaid the counter-security shall be a security to you for the
fulfillment of our obligations hereunder and shall be forthwith deposited by us
with you for that purpose.

(10) You shall so long as any money remains owing hereunder have a lien therefor
on all money now or hereafter standing to my credit with you.

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(11) For all purposes, including any legal proceedings a copy of the account of
the Principal in you books signed by any of your officers shall be accepted by
us as conclusive evidence of the state of such account.

(12) If the Principal is a corporation or an unincorporated body or firm the
absence or informality of borrowing powers on the part of the Principal or any
irregularity in the exercise thereof shall not affect our liability and any
moneys advance to the Principal shall be deemed to be due and owing
notwithstanding such absence, informality or irregularity and this guarantee
shall not be affected by any change in the name or constitution of the
corporation or unincorporated body or firm or in the persons constituting the
same.

(13) This guarantee shall be in addition to and not in substitution for any
other guarantee for the Principal given by us to you.

(14) A notice by you under this guarantee may be served by post (which shall be
registered airmail in the event that the registered office given hereunder is
outside the Colony of Hong Kong) and shall be deemed to have been duly served on
the ______________ day following the day of posting if addressed to us at the
registered office given hereunder.

(15) This guarantee and all rights, obligations and liabilities arising
hereunder shall be construed and determined under and may be enforced in
accordance with the laws of Hong Kong. [We hereby agree that the Courts in Hong
Kong shall have jurisdiction over all disputes arising under this guarantee and
irrevocably appoint _________________________________________ of
_____________________________________________________________________________ to
be our agent for the purpose of accepting service of process hereunder.]

IN WITNESS whereof this Guarantee has been duly executed by us this 14 day of
July, 1997.

THE COMMON SEAL OF ACMA STRATEGIC HOLDINGS   /s/ (illegible)

LIMITED was hereunto affixed in the presence of:

       /s/ (illegible)
-----------------------------
        Director


----------------------------- 
        Director


(Registered Office) ___________________________
 

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