English Translation of Loan Contract

English
      Translation of Loan Contract

Contract
      No.: Year 2006 She Zi No. 1006470156

Lender:
      Shenzhen Anlian Branch of China Merchants Bank ("Party A")

Borrower:
      Winner Industries (Shenzhen) Co., Ltd. ("Party B")
 
Whereas
      Party B has applied to Party A for working capital loan for the purpose of
      turnover of working capital (the "Loan")
      and,
      upon examinations, Party A has agreed to grant the Loan to Party B. Parties
      A
      and B, after thorough negotiations, hereby enter into this Contract subject
      to
      the following terms and conditions and in accordance with relevant laws and
      regulations: 
 
            1.

            TYPE
                OF THE LOAN

The
      type
      of the Loan is working capital loan and this loan contract is subject to the
      Credit Facility Agreement with the Contract No. Year 2006, She Zi No.
      0006475001.

            2.

            CURRENCY
                AND AMOUNT OF THE LOAN

The
      Loan
      is RMB 10,000,000 yuan only.

            3.

            PURPOSE
                OF THE LOAN

The
      Loan
      shall be used for turnover of working capital only. Party B shall not change
      the
      purpose of the Loan without written consent from Party A.

            4.

            TERM
                OF THE LOAN

The
      Loan
      is granted for a term of 6 months, commencing from August 29, 2006 to February
      28, 2007. If the actual drawdown date of the Loan is different from the
      above-mentioned commencement date, the commencement and maturity dates of the
      Loan shall be the dates prescribed in the relevant certificate of
      indebtedness.

            5.

            INTEREST
                RATE AND INTEREST

            5.1

            Interest
                rate: Interest of the Loan is calculated at the rate of 5.58% per
                annum.

The
      interest rate of the Loan shall be finally confirmed by the rate stated on
      the
      certificate of indebtedness.
 
If
      Party
      B changes the purpose of the Loan, Party A is entitled to charge interest on
      the
      misused portion of the Loan at the rate equaling to 2 times of the normal Loan
      interest rate based on misused days.
 
If
      Party
      B fails to repay the Loan before the due date, Party A is entitled to charge
      interest on the amount in default at the rate equaling to 1.5 times of the
      normal Loan interest rate.
 
If
      both
      events above-mentioned occur simultaneously, Party B should impose penalty
      based
      on the breach which is more severe instead of based on both events.
 
If
      the
      People’s Bank of China changes the lending rate during the term of the Loan, the
      interest of the Loan shall be calculated in accordance with the provisions
      relating to such change.
 
            5.2

            Calculation
                of interest: Interest shall accrue from the drawdown date of the
                Loan on
                the basis of the actual amount granted and the actual days elapsed
                and
                shall be calculated once a month at the 20th day of each
                month.

            5.3

            Payment
                of interest: Party B shall pay the interest on each interest calculation
                date. Party A may deduct the interest directly from Party B’s deposit
                account. If Party B fails to pay the interest by the time prescribed,
                Party A is entitled to charge compound interest on the interest in
                default.

            6.

            GUARANTEE
                CLAUSE

            6.1

            Other
                enforcement of guarantee: Xxxxxxxx Xx provides limitless personal
                liability guarantee.

            7.

            RIGHTS
                AND OBLIGATIONS OF PARTY B

            7.1

            Party
                B shall have the following rights:

            7.1.1

            To
                draw down and use the whole of the Loan according to this
                Contract;

            7.1.2

            To
                refuse to accept any conditions other than those set forth
                herein;

            7.1.3

            To
                assign the debts to a third party after obtaining consent from Party
                A.

            7.2

            Party
                B shall undertake the following obligations:

            7.2.1

            It
                shall provide such true documents and materials as Party A requires
                and
                the information on all its bank accounts, including the banks with
                which
                Party B maintains such accounts, the account numbers and the balances
                of
                its deposits and loans, and it shall also give cooperation in Party
                A's
                investigations, reviews and
                examinations;

            7.2.2

            It
                shall accept Party A’s supervision over its use of credit facilities,
                operations and financial activities;

            7.2.3

            It
                shall use the Loan for the purpose prescribed in this
                Contract;

            7.2.4

            It
                shall make timely and full payment of the principal and interest
                of the
                Loan as agreed herein;

            7.2.5

            It
                shall obtain written consent from Party A before transferring the
                debts
                hereunder, in whole or in part, to a third
                party;

            7.2.6

            It
                shall forthwith notify Party A of any occurrence of the following
                events
                and make every effort to take measures, on Party A's demand, for
                securing
                timely and full payment of the principal and interest of the Loan
                and all
                other relevant expenses hereunder: 

            7.2.6.1

            It
                suffers grave financial loss, asset damage or other financial
                distress;

            7.2.6.2

            It
                offers a loan or guarantee or puts its property (right) in mortgage
                (pledge), for the benefits of a third party or to keep that party
                harmless
                to any loss;

            7.2.6.3

            Occurrence
                of changes like amalgamation (merger), division, reorganization,
                equity
                (cooperative) joint venture, transfer of equity, transformation into
                shareholding company, etc.;

            7.2.6.4

            It
                winds up its business, has its business license revoked or cancelled,
                has
                filed or been presented the bankruptcy or dissolution petition and
                so
                forth;

            7.2.6.5

            Its
                controlling shareholder and other affiliates suffer great difficulty
                in
                business or financial condition which affects its normal
                operation;

            7.2.6.6

            It
                concludes material connected transactions with its controlling shareholder
                and other affiliates which affect its normal operation;

            7.2.6.7

            It
                is involved in any litigation or arbitration or imposed on any criminal
                or
                administrative penalty, having material adverse effects on its business
                or
                property;

            7.2.6.8

            Other
                material events which are likely to affect its solvency take
                place.

            8.

            RIGHTS
                AND OBLIGATIONS OF PARTY A

            8.1

            Party
                A shall have the following rights:

            8.1.1

            To
                require Party B to make payment of the principal and interest of
                the Loan
                when they become due;

            8.1.2

            To
                require Party B to provide any information relating to the
                Loan;

            8.1.3

            To
                look into the operations and financial activities of Party
                B;

            8.1.4

            To
                supervise Party B on its usage of the Loan for the purpose prescribed
                herein;

            8.1.5

            To
                deduct the principal and interest of the Loan directly from Party
                B’s
                account;

            8.1.6

            To
                require Party B to prepay the Loan before due date or stop Party
                B from
                making further drawdown in accordance with the provisions hereof
                if Party
                B is in default of performance of its obligations
                hereunder;

            8.1.7

            To
                require Party B to pay in full the principal and interest of the
                Loan and
                all other relevant expenses hereunder immediately, to transfer all
                the
                debts hereunder to an assignee acceptable to Party A, or to
                provide/increase security acceptable to Party A if Party B is found
                to
                have been in any of the situations specified in Clause
                7.2.6.

            8.2

            Party
                A shall undertake the following obligations:

            8.2.1

            To
                grant the Loan to Party B upon the terms stated in this
                Contract;

            8.2.2

            To
                keep Party B’s indebtedness, financial, production and operational
                conditions confidential unless otherwise required by
                law.

            9.

            PARTY
                B HEREBY WARRANTS THAT:

            9.1

            It
                is an enterprise duly established and lawfully existing in accordance
                with
                the laws of China with the status of enterprise legal person and
                the full
                capacity of civil disposition to execute and perform this
                Contract;

            9.2

            It
                executes and performs this Contract with proper authorization from
                its
                board of directors or any other
                authority;

            9.3

            All
                the documents, information and instruments it has provided concerning
                itself, the guarantor, the mortgagor (the pledgor) and the security
                (the
                collateral) are true, accurate, complete and valid, and do not contain
                any
                material mistakes with reference to the facts or omit any material
                facts;

            9.4

            At
                the time of signing of this Contract, there is no litigation, arbitration
                or criminal or administrative penalty which has material adverse
                effects
                on Party B or its major assets, nor the occurrence of such litigation,
                arbitration or criminal or administrative penalty is expected during
                performance of this Contract, and Party B shall forthwith notify
                Party A
                of any occurrence of such litigation, arbitration or criminal or
                administrative penalty;

            9.5

            It
                will keep its operations in full compliance with the national laws
                and
                regulations, conduct business within the business scope prescribed
                in its
                Business License for Enterprise Legal Person, and keep the registration
                of
                enterprise (legal person) in force by going through the annual examination
                formalities;

            9.6

            It
                will maintain or improve its current operation and management, and
                ensure
                that its existing assets remain stable or appreciate in value; it
                will not
                waive its claim for the matured liabilities and dispose of its existing
                major assets for no consideration or in other improper
                manners;

            9.7

            At
                the time of signing of this Contract, there occurs no material event
                which
                will affect Party B's performance of its obligations
                hereunder.

            10.

            PRE-REPAYMENT

            10.1

            With
                the prior consent from Party A, Party B is allowed to make
                pre-repayment;

            10.2

            Notwithstanding
                any pre-repayment by Party B, the interest shall be calculated pursuant
                to
                the provisions of this Contract.

            11.

            EXTENSION
                OF THE LOAN

If
      Party
      B needs to procure extension of the Loan on its failure to repay the Loan
      hereunder when it becomes due, it shall apply in writing to Party A one month
      before the expiry date of this Contract. If Party A agrees to extend the Loan
      after examinations, Parties A and B shall enter into an agreement for extension
      of the loan contract separately. If Party A does not agree to do so, this
      Contract shall remain in force. Party B shall pay the utilized portion of the
      Loan and the interests thereon in accordance with the provisions of this
      Contract.

            12.

            EXPENSES

All
      expenses arising from matters relating to this Contract, such as investigation
      of creditworthiness, examination and notarization, and all expenses incurred
      by
      Party A in enforcing its claims on Party B's failure to pay the principal and
      interest of the Loan and other expenses payable hereunder when they become
      due,
      such as attorney’s fees, costs of the action and travel expenses, shall be borne
      by Party B. Party A is entitled to deduct such expenses directly from the
      accounts of Party B. In case of deficiency, Party B guarantees to make such
      payment in full as Party A may specify by notice without production of any
      proof
      by Party A.

            13.

            EVENTS
                OF DEFAULT AND HANDLING

            13.1

            If
                Party B is found to have been in any of the following situations,
                it shall
                be deemed as an occurrence of events of
                default:

            13.1.1

            In
                violation of Clause 7.2.1 hereof, Party B provides false materials
                to or
                withholds true important facts from Party A or does not give cooperation
                in Party A's investigations, reviews and examinations, and it fails
                to
                remedy such default within the reasonable period specified by Party
                A and
                such default is considered to be material; 

            13.1.2

            In
                violation of Clause 7.2.2 hereof, Party B refuses to accept or evades
                Party A’s supervision over its use of credit facilities, operations and
                financial activities and such default is considered to be
                material;

            13.1.3

            In
                violation of Clause 7.2.3 hereof, Party B does not use the Loan for
                the
                purpose prescribed herein and such default is considered to be
                material;

            13.1.4

            In
                violation of Clause 7.2.4 hereof, Party B fails to make timely and
                full
                payment of the principal and interest of the Loan as agreed
                herein;

            13.1.5

            In
                violation of Clause 7.2.5 hereof, Party B transfers the debts hereunder
                to
                a third party without authorization, impairing the benefits of Party
                A;

            13.1.6

            In
                violation of Clause 7.2.6 hereof, Party B fails to promptly notify
                Party A
                of any occurrence of the events prescribed therein or it fails to
                take
                measures for further securing payment of the debts hereunder as required
                by Party A after having knowledge of such occurrence or Party A considers
                that the Loan is insecure;

            13.1.7

            Party
                B is in violation of Clauses 9.1, 9.2 and 9.4 hereof which impair
                Party
                A’s benefits or in violation of Clauses 9.3, 9.5, 9.6, and 9.7 hereof,
                Party B fails to remedy its default immediately on demand of Party
                A which
                impair Party A's benefits;

            13.1.8

            Party
                B is in other situations that may, in the opinion of Party A, affect
                Party
                A's legal interests.

            13.2

            If
                the guarantor is found to have been in any of the following situations,
                which Party A considers that it is likely to affect the capability
                of the
                guarantor to perform its obligations under the guarantee and requires
                the
                guarantor to eliminate such adverse effects, or requires Party B
                to
                increase or change the terms of guarantee, but the guarantor and
                Party B
                fail to do so, it shall be deemed as an occurrence of events of
                default:

            13.2.1

            Any
                of the events similar to those described in Clause 7.2.6 hereof
                occurs;

            13.2.2

            The
                guarantor has concealed the information on its capability to undertake
                the
                obligations of the guarantee or has not obtained authorization from
                the
                authority when executing the Irrevocable Letter of
                Guarantee;

            13.2.3

            The
                guarantor fails to keep the registration in force by going through
                the
                annual examination formalities;

            13.2.4

            The
                guarantor neglects to manage and enforce its claim for the matured
                liabilities, or disposes of its existing major assets for no
                considerations or in other improper
                manners.

            13.3

            If
                the mortgagor (or the pledgor) is found to have been in any of the
                following situations, which Party A considers that the creation of
                mortgage (or pledge) is likely to end in failure or the value of
                the
                security (or the collateral) is likely to have a fall, and requires
                the
                mortgagor (or the pledgor) to eliminate such adverse effects, or
                requires
                Party B to increase or change the terms of guarantee, but the mortgagor
                (or the pledgor) and Party B fail to do so, it shall be deemed as
                an
                occurrence of events of default:

            13.3.1

            The
                mortgagor (or the pledgor) has no title to or right to dispose of
                the
                security (or the collateral), or such title or right is in
                dispute;

            13.3.2

            The
                mortgagor (or the pledgor) conceals the facts that the security (or
                the
                collateral) is jointly owned, leased, distrained or taken
                over;

            13.3.3

            Without
                prior written consent from Party A, the mortgagor transfers, leases
                out,
                places a second mortgage on the security or disposes of the security
                in
                any other improper manner;

            13.3.4

            The
                mortgagor fails to keep the security in safe custody or to maintain
                and
                repair the security properly, leading to substantial depreciation
                of the
                value of the security; or the mortgagor's actions jeopardize the
                security
                directly, leading to a fall in the value of the security, or the
                mortgagor
                fails to keep the security insured as required by Party A during
                the
                continuance of the mortgage.

            13.4

            Should
                any of the events of default described in Clauses 13.1, 13.2 and
                13.3
                occurs, Party A is entitled to take the following measures separately
                or
                simultaneously and Party B shall not raise any objection
                thereto:

            13.4.1

            To
                stop releasing the agreed and unused
                Loan;

            13.4.2

            To
                declare the principal and interest of the Loan granted and relevant
                expenses immediately due and payable;

            13.4.3

            To
                satisfy all the debts hereunder by deducting the same directly from
                Party
                B’s settlement account or other
                accounts;

            13.4.4

            To
                make recourse pursuant to Clause 16
                hereof.

            14.

            MODIFICATION
                AND TERMINATION

This
      Contract may be modified and terminated upon a written agreement between Parties
      A and B through negotiations. This Contract shall remain in force so long as
      no
      agreement has been reached. Neither party shall modify, amend or terminate
      this
      Contract without authorization.

            15.

            MISCELLANEOUS

            15.1

            During
                the valid period of this Contract, no relaxation, forbearance or
                indulgence by Party A in enforcing any of its interests or rights
                hereunder against any events of default or delay of Party B shall
                prejudice, affect or restrict Party A’s interests and rights as a creditor
                under this Contract and the relevant laws and regulations, nor shall
                it be
                taken as Party A’s approval to or permission of any events of default, or
                operate as waiver of its rights to take actions against existing
                or future
                defaults.

            15.2

            Should
                this Contract or any provisions hereof become invalid under the law
                for
                whatsoever reasons, Party B shall continue to fulfill all its obligations
                to make payment. In such event, Party A is entitled to terminate
                this
                Contract and demand immediate payment of the principal and interest
                of the
                Loan and other relevant expenses hereunder from Party
                B.

            15.3

            Each
                notice and demand to be given by Parties A and B hereunder shall
                be made
                in writing. Such notice or demand shall be deemed to have been duly
                served
                on Party B once the same is sent by telex, by telegram or to the
                post
                office.

            15.4

            The
                certificate of indebtedness of the Loan and any supplemental written
                agreement entered into between Parties A and B through negotiations
                in
                respect of the matters not covered herein or changes shall serve
                as the
                schedule(s) to this Contract and constitute an inseparable part of
                this
                Contract.

            16.

            APPLICABLE
                LAW AND SETTLEMENT OF DISPUTES

            16.1

            The
                execution, construction and settlement of disputes of this Contract
                shall
                be governed by the laws of the People’s Republic of China. The interests
                of Parties A and B are protected by the laws of the People’s Republic of
                China.

            16.2

            Any
                dispute between Parties A and B in connection with the performance
                of this
                Contract may be settled by the two parties through negotiations.
                In case
                no settlement can be reached through negotiations, any of the Parties
                may
                submit the dispute to the People’s Court of the territory where Party A is
                located

            16.3

            Having
                completed the formalities of notarization by Parties A and B for
                the
                enforcement of this Contract, Party A may directly apply to the People's
                Court of competent jurisdiction for enforcement with a view to claiming
                for the debts due and owed by Party B
                hereunder.

            17.

            EFFECTIVENESS
                OF THE CONTRACT

            17.1

            This
                Contract shall take effect upon affixing the signatures and official
                seals
                by the authorized signatories of the two parties and completion of
                formalities of guarantee as described in Clause 6 hereof. This Contract
                shall remain effective until the date on which the principal and
                interest
                of the Loan and all other relevant expenses hereunder are settled
                in full.
                
            17.2

            This
                Contract is executed in 2 counterparts with each having the same
                force.
                Party A, and Party B each holds one thereof.

            PARTY
                A: (OFFICIAL SEAL)

            PARTY
                B: (OFFICIAL SEAL)

            Shenzhen
                Anlian Branch of China Merchants Bank

            Winner
                Industries (Shenzhen) Co., Ltd.

            /s/
                Xxxxxx Xxx

            /s/
                Xxxxxxxx Xx

AUTHORIZED
                SIGNATORY: Xxxxxx Xxx

AUTHORIZED
                SIGNATORY: Xxxxxxxx Xx

            DATE:
                August 29, 2006

            DATE:
                August 29, 2006

Document Metadata

Table of Contents

English Translation of Loan Contract

Document Metadata

5.	INTEREST RATE AND INTEREST

	5.1	Interest rate: Interest of the Loan is calculated at the rate of 5.58% per annum.

6.	GUARANTEE CLAUSE

	6.1	Other enforcement of guarantee: Xxxxxxxx Xx provides limitless personal liability guarantee.

	7.1.1	To draw down and use the whole of the Loan according to this Contract;

	7.1.2	To refuse to accept any conditions other than those set forth herein;

7.2	Party B shall undertake the following obligations:

	7.2.1	It shall provide such true documents and materials as Party A requires and the information on all its bank accounts, including the banks with which Party B maintains such accounts, the account numbers and the balances of its deposits and loans, and it shall also give cooperation in Party A's investigations, reviews and examinations;

	7.2.2	It shall accept Party A’s supervision over its use of credit facilities, operations and financial activities;

	7.2.3	It shall use the Loan for the purpose prescribed in this Contract;

	7.2.6.2	It offers a loan or guarantee or puts its property (right) in mortgage (pledge), for the benefits of a third party or to keep that party harmless to any loss;

	7.2.6.3	Occurrence of changes like amalgamation (merger), division, reorganization, equity (cooperative) joint venture, transfer of equity, transformation into shareholding company, etc.;

	7.2.6.4	It winds up its business, has its business license revoked or cancelled, has filed or been presented the bankruptcy or dissolution petition and so forth;

	7.2.6.5	Its controlling shareholder and other affiliates suffer great difficulty in business or financial condition which affects its normal operation;

	7.2.6.6	It concludes material connected transactions with its controlling shareholder and other affiliates which affect its normal operation;

	7.2.6.7	It is involved in any litigation or arbitration or imposed on any criminal or administrative penalty, having material adverse effects on its business or property;

	8.1.1	To require Party B to make payment of the principal and interest of the Loan when they become due;

	8.1.2	To require Party B to provide any information relating to the Loan;

	8.1.3	To look into the operations and financial activities of Party B;

	8.1.4	To supervise Party B on its usage of the Loan for the purpose prescribed herein;

	8.1.5	To deduct the principal and interest of the Loan directly from Party B’s account;

	8.1.6	To require Party B to prepay the Loan before due date or stop Party B from making further drawdown in accordance with the provisions hereof if Party B is in default of performance of its obligations hereunder;

8.2	Party A shall undertake the following obligations:

	8.2.1	To grant the Loan to Party B upon the terms stated in this Contract;

9.	PARTY B HEREBY WARRANTS THAT:

	9.1	It is an enterprise duly established and lawfully existing in accordance with the laws of China with the status of enterprise legal person and the full capacity of civil disposition to execute and perform this Contract;

10.	PRE-REPAYMENT

	10.1	With the prior consent from Party A, Party B is allowed to make pre-repayment;

13.	EVENTS OF DEFAULT AND HANDLING

	13.1	If Party B is found to have been in any of the following situations, it shall be deemed as an occurrence of events of default:

	13.1.1	In violation of Clause 7.2.1 hereof, Party B provides false materials to or withholds true important facts from Party A or does not give cooperation in Party A's investigations, reviews and examinations, and it fails to remedy such default within the reasonable period specified by Party A and such default is considered to be material;

	13.1.2	In violation of Clause 7.2.2 hereof, Party B refuses to accept or evades Party A’s supervision over its use of credit facilities, operations and financial activities and such default is considered to be material;

	13.1.3	In violation of Clause 7.2.3 hereof, Party B does not use the Loan for the purpose prescribed herein and such default is considered to be material;

	13.1.4	In violation of Clause 7.2.4 hereof, Party B fails to make timely and full payment of the principal and interest of the Loan as agreed herein;

	13.1.5	In violation of Clause 7.2.5 hereof, Party B transfers the debts hereunder to a third party without authorization, impairing the benefits of Party A;

	13.1.6	In violation of Clause 7.2.6 hereof, Party B fails to promptly notify Party A of any occurrence of the events prescribed therein or it fails to take measures for further securing payment of the debts hereunder as required by Party A after having knowledge of such occurrence or Party A considers that the Loan is insecure;

	13.2.2	The guarantor has concealed the information on its capability to undertake the obligations of the guarantee or has not obtained authorization from the authority when executing the Irrevocable Letter of Guarantee;

	13.2.3	The guarantor fails to keep the registration in force by going through the annual examination formalities;

	13.3.2	The mortgagor (or the pledgor) conceals the facts that the security (or the collateral) is jointly owned, leased, distrained or taken over;

	13.3.3	Without prior written consent from Party A, the mortgagor transfers, leases out, places a second mortgage on the security or disposes of the security in any other improper manner;

	13.4.2	To declare the principal and interest of the Loan granted and relevant expenses immediately due and payable;

	13.4.3	To satisfy all the debts hereunder by deducting the same directly from Party B’s settlement account or other accounts;

15.	MISCELLANEOUS

	15.1	During the valid period of this Contract, no relaxation, forbearance or indulgence by Party A in enforcing any of its interests or rights hereunder against any events of default or delay of Party B shall prejudice, affect or restrict Party A’s interests and rights as a creditor under this Contract and the relevant laws and regulations, nor shall it be taken as Party A’s approval to or permission of any events of default, or operate as waiver of its rights to take actions against existing or future defaults.

16.	APPLICABLE LAW AND SETTLEMENT OF DISPUTES

	16.1	The execution, construction and settlement of disputes of this Contract shall be governed by the laws of the People’s Republic of China. The interests of Parties A and B are protected by the laws of the People’s Republic of China.

17.	EFFECTIVENESS OF THE CONTRACT

	17.1	This Contract shall take effect upon affixing the signatures and official seals by the authorized signatories of the two parties and completion of formalities of guarantee as described in Clause 6 hereof. This Contract shall remain effective until the date on which the principal and interest of the Loan and all other relevant expenses hereunder are settled in full.

PARTY A: (OFFICIAL SEAL)		PARTY B: (OFFICIAL SEAL)
Shenzhen Anlian Branch of China Merchants Bank		Winner Industries (Shenzhen) Co., Ltd.


/s/ Xxxxxx Xxx		/s/ Xxxxxxxx Xx
AUTHORIZED SIGNATORY: Xxxxxx Xxx		AUTHORIZED SIGNATORY: Xxxxxxxx Xx
DATE: August 29, 2006		DATE: August 29, 2006