LOAN CONTRACT

　　article 12 representations and warrants of the lender

　　i. the lender represents and warrants as follows： 　

　　1. the lender is a state-owned commercial bank or branch duly organized and validly existing under the law of p.r.c and approved by the industry and commercial administration and holds the financial institutions legal person licenses and financial institutions operation license to be qualified to operate financial business.

　　2. the lender has taken all necessary action to authorize the execution of this contract and performance of its obligations under this contract. the lender is duly authorized to extend this loan.

　　ii. the lender warrants as follows：

　　1. the lender shall extend the loan in accordance with the provisions set forth in this contract.

　　2. collect interests in accordance with the regulations of the peoples bank.

　　article 13 events of breach contract and settlement：

　　i. settlement of the borrower breach of contract

　　1. event of breach of contract：

　　（1） the borrower fails to use the loan in accordance with the agreed usage of the loan；

　　（2） the borrower fails to repay the due principal and pay the interests， expenses or other payable in accordance with the agreed term of this contract；

　　（3） the borrower breaches the representation and warrants set forth in article 11.

　　（4） the borrower breaches other loan agreements or guaranty agreements or the guarantor breach the guaranty agreement which may make impact the borrower to perform the obligations under this contract.

　　（5） conclusive evidence to show that the borrower lose the capacity of credit or during performance of the obligation under this contract， the financial conditions of the guarantor are seriously deteriorating or other reasons caused the guarantor the capacity of credit decline.

　　（6） the borrower breaches the other obligations under this contract.

　　2. under the above circumstances， the lender shall have right to：

　　（1） request the borrower to rectify within the period designed by the lender； （2） cease in extending the loan or cancel the credit；

　　（3） declare the loan under this contract is due and the lender shall have right to deduct the outstanding amount from the account of the borrower. the borrower shall not appeal against the lender.

　　（4） declare the loan is due under other loan agreements between the lender and the borrower， request the borrower to repay the loan principals， interests， and other expenses.