Standby Letter of Credit

To: Bank of communications, SHENYING Branch
From: XYZ BANK
Date: 20 DECEMBER 2004

Standby Letter of Credit

　　With reference to the loan agreement no. 2004HN028 (hereinafter referred to as "the agreement" ) signed between Bank of Communications, SHENYANG Branch (hereinafter referred to as "the lender" ) and LIAONING ABC CO., LTD (hereinafter referred to as "the borrower" )for a principal amount of RMB2,000,000 (in words),we hereby issue our irrevocable standby letter of credit no.810LC040000027D in the lender's favor for amount of the HONGKONG AABBCC CORPORATION which has its registered office at AS 8 FL. 2SEC. CHARACTER RD. HONG KONG for an amount up to UNITED STATES DOLLARS THREE MILLION ONLY.(USD3,000,000) which covers the principal amount of the agreement plus interest accrued from aforesaid principal amount and other charges all of which the borrower has undertaken to pay the lender. The exchange rate will be the buying rate of USD/RMB quoted by Bank of Communications on the date of our payment. In the case that the guaranteed amount is not sufficient to satisfy your claim due to the exchange rate fluctuation between USD and RMB we hereby agree to increase the amount of this standby L/C accordingly.

　　Partial drawing and multiple drawing are allowed under this standby L/C.

　　This standby letter of credit is available by sight payment. We engage with you that upon receipt of your draft(s) and your signed statement or tested telex statement or SWIFT stating that the amount in USD represents the unpaid balance of indebtedness due to you by the borrower, we will pay you within 7 banking days the amount specified in your statement or SWIFT. All drafts drawn hereunder must be marked drawn under XYZ Bank standby letter of credit no. 810LC040000027D dated 20 DECEMBER 2004.

　　This standby letter of  is  credit  will come into effect on 20 DECEMBER 2004 and expire on 09 DECEMBER 2005 at the counter of bank of Communications , SHENYANG branch.

　　This standby letter of credit is subject to Uniform Customs and Practice for Document Credits(1993 revision) International Chamber of Commerce Publication No.500.