LOAN CONTRACT

　　1. the conclusion， interpretation and dispute resolution shall be subject to the laws of the peoples republic of chin. the disputes arising from the execution of this contract shall be settled through friendly consultation by both parties. in case no settlement can be reached， the disputes shall be submitted to the peoples court of the location of the lender for judgment.

　　2. the borrower shall not reject any obligation during the settlement of disputes.

　　3. the execution and performance of this contract and the related transaction is civil behavior. the borrower shall not appeal to take action to exempt from the obligation under this contract.

　　if both parties agree to apply arbitration， the above term shall be：

　　1. the conclusion， interpretation and dispute resolution shall be subject to the laws of the peoples republic of chin. the dispute arising from the execution of this contract shall be settled through friendly consultation by both parties. in case no settlement can be reached， the disputes shall be submitted to china international economic and trade arbitration commission for arbitration.

　　2. the arbitration shall be conducted in accordance with the arbitration law of peoples republic of china and provisional rules of procedure of china international economic and trade arbitration commission.

　　3. during the arbitration， this contract shall be effective and the borrower shall not disclaim the any obligations under this contract.

　　4. the execution and performance of this contract and the related transaction is civil behavior. the borrower shall not appeal to take action to exempt from the obligation under this contract.

　　article 19 other matter agreed by the parties.

　　article 20 appendices

　　the following appendices shall be integral part of this contract：

　　1. draw-down application

　　2. article 21 notice

　　1. any notice， payment notice or telecommunications shall be forwarded to the following address：

　　to：___ the borrower：_________

　　address：______________________

　　post code：____________________

　　fax：__________________________

　　to：____ the lender：__________

　　address：______________________

　　post code：____________________

　　fax：__________________________

　　2. if any change of address shall inform the other party immediately.

　　3. any notice， payment request or communication shall be forwarded to the above address. the dates on which notices shall be deemed to have been effectively given shall be determined as follows：