Domestic Factoring Contract with Recourse

Party A: *** Co., Ltd

Address:Post Code:

Legal Representative:Responsible person:

Tel: Tel:

Fax: Fax:

Party B: China Construction Bank Co., Ltd, *** Sub-branch

Address: Post Code:

Legal Representative:Responsible person:

Tel:Tel:

Fax:Fax:

WHEREAS：Party A sales goods/provides services on credit, and applies to Party B for factoring service with recourse. With reference to relevant laws and regulations, Party A and Party B after reaching an agreement through negotiations, hereby enter into this Domestic Factoring Contract (the “Contract”).

Chapter One Definitions

Article 1

In this contract and other files for this service, unless otherwise stated, terms are defined as follows:

1. Factoring with recourse: Party A transfers to Party B its account receivables that originate from product sales to purchasers, provision of services by Party A as well as based upon other reasons. Party B will provide Party A with account receivables financing services and related comprehensive financing services. If any purchaser fails to pay off account receivables within an agreed period, Party B is authorized to collect the outstanding receivables;

2. Commercial Contract means any contracts entered into by and between Party B and purchasers, upon which account receivables under the Contract occur;

3. Purchaser: One party of a commercial contract, who buys goods or services from Party A and undertakes obligation of payment.

4.Account Receivables means sole, concrete, specific and exclusive, undisputable and legitimate credits deriving from authentic, legitimate transactions and relationship of debts and credits that exist between Party A and purchasers;

5. Maximum Prepayment: The highest amount of prepayment for factoring that Party B could provide in line with Party A’s application;

6. Prepayment means the prepayment of Party B to Party A in accordance with the qualified accounts receivables before its maturity date.

7. Ratio of Prepayment: prepayment to corresponding account receivable ratio;

8. Interest of Prepayment: fees charged to Party A for use of fund of Party B;

9. Qualified Account Receivables means the account receivables Party A transfers to

Party B which also satisfies the following conditions:

(1) based on normal legal traction;

(2) pricing and payment in RMB unless Party A or/and the purchaser registered in bonded area of China;

(3) lawfully possessed by Party A and transferrable, with no defects of title;

(4) Party A has performed and will perform its obligations under the commercial contract;

(5) other requirements of Party B;

Party B can provide prepayment for qualified account receivables under this contract.

10. Unqualified Account Receivables:account receivables which is not qualified, or/and account receivables repurchased;

11. Commercial Invoice means the written notice with the amount and maturity date of account receivables which Party A sends to the purchasers;

12. Account Receivable Management:Party B assists Party A with the account receivable management under this contract;

13. Indirect Payment means the transferred account receivables which purchasers do not make the payment to Party B’s designated account;

14. Complaints:The purchasers refuse to accept the goods/services or invoices for any reason, or the purchasers’ claim to the account receivables for any reason, or the purchasers do not make the payment fully in time for any reason, or a third person claims right of the account receivables;

15. Delivery of goods:Party A delivers the goods or provides services to the purchasers in light of commercial contract or in usual ways;

16. Repurchase of Account Receivables: When some circumstances in the contract occurs, Party A bears the obligation to repurchase the account receivables from Party

B unconditionally at the contractual price.

17. Maturity Date of Account Receivables:the date of payment determined by commercial invoices and contracts of corresponding account receivables, or changed date of payment with Party B’s consent;

18. Working Days: business days of Party B, except legal and public holidays;

19. Days: running days.

Chapter Two Effectiveness, Modification and Abolishment

of Maximum Prepayment

Article 2

After Party B’s examin ation and rectification, Party B shall issue RMB **** yuan. The term of validity is from the effective date of this contract to 1st January, 2010.

The appendix I “List of Limit of Factoring with Recourse”is an inseparable component of this contract.

Article 3