Maximum Amount of Pledge Agreement

Party A has the complete, valid and legal rights over the pledges provided under this agreement and Party A is the sole and lawful owner of the pledges provided. Party A has absolute rights over all the pledges provided which is not jointly owned or co-owned. If they are jointly owned or co-owned, the other party should fully understand this agreement and approve in writing that this agreement will have binding legal force.

Party A promises that there is not any ownership dispute on the pledges as well as pledges being sealed up and seized.

Party A fully understands and accepts all the terms of the principal agreements set herein and is willing to provide pledges for the debtor under the principal agreements. All the statements made herein are genuine.

Party A guarantees that the pledges have already been approved or authorized by the Board of Directors and other authorized organizations.

The pledges provided will not be constrained and cause any legal dispute, no other ownership over the pledges, or, notwithstanding, there are certain constraints but Party A has already disclosed to Party B.

All the information upon the pledges provided is legal, genuine, correct and complete.

Party A should provide all the ownership documentations, any other effective certifications and relevant information over the pledges provided. All the relevant documents should be kept by Party B after they have been confirmed by both parties.

Party A should duly inform Party B with its best knowledge and from the knowledge it should have, about anything that affects or may affect the pledge rights, including but not limited to, stock transfer, re-organization, consolidation, separation, equity reform, joint-investment, collaboration, merger, sub-contracting, leasing, alteration of business scope and registered capital, serious financial dispute, dispute over pledge rights, bankruptcy, temporary halt, dissolution, business certificate abolishment and withdrawal, etc. within the term of this agreement.

Within the term of this agreement, Party A shall not transfer, lease, re-pledge or in any other way to deal with the pledges provided or any part thereof without Party B’s consent. If Party B agrees Party A to dispose these pledges, Party A agrees Party B to choose one of the following methods and assists with the procedures accordingly:

Pay off the principal, interest and relevant charges within the time limit or in advance.

Turns into a fixed term savings and the receipt is kept as pledges.

Obtain from a third Party that Party B has appointed.

Party A may dispose the income obtained after Party A has provided new pledges accepted by Party B.

When there is or there may be any infringement of pledge rights, Party A shall be responsible to take any action to prevent them.

When Party B disposes the pledges under this agreement, Party A shall not create any obstacles, or take any actions that may hinder or delay Party A’s disposal process under this agreement hereof. Party A promises to assist Party B in accordance with Party B’s requirements in order to let Party B achieve the realization of pledge rights as soon as possible.

After the debtors under the principal agreements have paid off all its debts, Party A is entitled to have its pledge removed under this agreement.

When the principal agreement reaches its expiry date or the debts are terminated before the expiry date, and the debtor under this agreement has not paid off all the principal and interest under the terms of this agreement, Party B is entitled to dispose the pledges hereof.

If the income obtained from disposing the pledges fails to pay off all the debts under this agreement, Party B is entitled to claim all unpaid amount from the debtor under this agreement or from Party A. When there is a surplus after the settlement, Party B shall return the surplus back to Party A.

If Party B and the debtor under the principal agreements agrees to have the principal agreement amended, all other matters does not need Party A’s approval, excluding the extension of the agreements or an increase in loan amount, Party A will not be exempted from undertaking its liabilities under this agreement.

Party B is entitled to inspect the conditions from time to time.

During the pledge period, Party A has the responsibility to keep all the pledges safe without any damage and shall pay all relevant taxations and charges, to own, use, manage and operate the pledges under complete and good conditions lawfully, accepts the inspections over the pledge conditions by Party B and cooperates with Party B voluntarily.

During the pledge period, if the decrease in value of the pledges is not caused by Party B, Party A should recover the value of the pledges to meet Party B’s requirements or to provide with the same decreased value of pledges approved by Party B, otherwise Party A should be responsible for the value decreased under the principal agreements and undertakes related liabilities.

During the pledge period, before all the debts are fully paid off, Party A should undertake an insurance policy in accordance with relevant laws and the policy should be designated by Party B. The designated amount of insurance required by Party B should be paid fully. Party A is not allowed to suspend or rescind the insurance policy before Party B finally gets its compensation. If Party B has not got its compensation when the policy reaches its expiry date, Party A should apply for an extension over the insurance term.

During the pledge period, Party A should have its original copy of insurance documents kept by Party B.

Party A shall ask the insurer to make a clear note on its insurance documents: Party B is the preferential compensation receiver (the first beneficiary). If accident occurs, the insurer should send the compensation directly to the bank account designated by Party B. If the pledges are already insured but the first beneficiary is not written in Party B’s name, the preferential compensation receiver should be changed to Party B’s name.

Party A agrees Party B to choose one of the following methods to deal with the compensation and assist with the relevant procedures:

Pay off the principal, interest and relevant charges within the time limit or in advance

Turns into a fixed term savings and the receipt is kept as pledges

Use for restoring the value of the pledges in order to recover the original value of the pledges

Obtain from a third Party that Party B appoints

Party A may dispose the income obtained after Party A has provided new pledges accepted by Party B

During the pledge period, when a decrease in value of the pledges is caused by a third Party, the compensation should be paid directly into the bank account designated by Party B. Party A has agreed that Party B may choose the method stated in Article 4 to deal with the compensation and assist with the relevant procedure.

During the pledge period, when the value of the pledges is not enough to compensate the principal, interest of the debt and the relevant charges, Party A shall provide new pledges accepted by Party B. If the value of the pledges remains unchanged, it will still be treated as a pledge provided.

Convert the pledges into money to achieve the realization of pledge rights. Party B may accept compensation at the agreed price between Party A and Party B, or may accept compensation at the price valued by the authorized Valuation Organization, which has been appointed by Party B and Party A shall not oppose or dissent from the Valuation Organization and the valued price.

Sell the pledges to achieve the realization of pledge rights. Party B may sell directly or appoint Party B, or a third Party to seek a potential buyer, or may sell the pledges by inviting public auction and the price should be in accordance with the item 1 stated above under this Article.

To achieve the realization of pledge rights by auction. Party B is entitled to appoint a registered, authorized auction company to have the pledges auctioned and Party A shall not oppose or dissent from the Auction Company appointed by Party B. Party B may set a minimum price for vendor value based on or not less than ______% of the debts unpaid under the principal agreements, or not set a fixed minimum price for vendor value. Party A has accepted all the auctions made and concluded in such a way. If the auction is unsuccessful, Party B is entitled to re-appoint the previous company or appoint a new auction company to have the pledges re-auctioned.

Party A and Party B shall go to legal registration authority or local notarization organization of pledgor to register the pledges within   20   days after signing the agreement. Party A shall submit pledge right certificate, registration document

originals and other right certificates to Party B on the effective date of the agreement.

During the effective period of the agreement, if the ownership or any right of pledge changes or transfers with written consent from Party B, relative Party shall go through a registration procedure for change within the legal period. Relative certificates and documents after registration changes shall be submitted to Party B.

After all debts under principal agreement and this agreement get paid off, Party B shall return the pledge right certificate, the registration document originals and other right certificates to Party A, and goes through pledge registration cancellation procedure with Party A.

If any Party asks for notarization, this agreement shall be notarized at notarization organization according to national regulation.

Party A agrees Party B to apply for notarization for execution. If debtor fails to repay loan amount, interest and related expenses, Party B shall apply for execution with notarization at People’s court with jurisdiction. Party A agrees to give up all of rights of defense and any right which may decline to undertake obligations to Party B.

After the agreement becomes effective, both Parties shall perform the obligations under the agreement. Any Party who fails to perform or to completely comply with the obligations under the agreement shall undertake corresponding default responsibilities and bear the compensation for damages caused to the other Party.

If Party A fails to present and guarantees truly, accurately, completely or to make intented misunderstanding which causes damages to Party B under Article six, Party A shall bear the compensation.

If the agreement becomes ineffective resulting from the faults of Party A, Party A shall compensate all damages of Party B based on the original pledge scope.

During the effective period, Party B shall immediately undertake pledgor right if any of the following events occurs:

Party A fails to repay to Party B before the expiration of the agreement.

The agreement terminates before the due date under this agreement.

Party A is undergoing suspension of business, out of business, bankruptcy, disbandment, withdrawal of business license.

Party A fails to maintain the pledge in complete and good condition.

Any event of Party A shall or may damage the interest of Party B.

Apply for arbitration to     .

Engage in litigation at the local People's Court where Party B locates.

The obligations of Party B under this agreement are accumulative, which will not affect and exclude other rights of Party B committing to Party A under the law and other agreements. Unless Party B presents in writing, its partial performance, non-performance or postponed performance for any right will not refer to abnegate or partial abnegate of the right, and will not affect or prevent Party B’s continuous performance of the right and other rights.

The obligations of Party A under this agreement are accumulative, which will not affect and exclude other rights of Party A committing to Party B under the law and other contracts. Unless there are additional mandatory regulations with the law or a recognition and consent in writing from Party B, Party B will not be responsible for the obligations that Party A committed to a third party according to the law or the contract.

The agreement is an independent agreement of the principal agreement. If the principal agreement is null and void, the agreement is still valid.

If an article or part of an article in this agreement is invalid now or in the future, it will not affect the validity of this agreement or the rest of agreement and the article.

This agreement becomes effective after meeting the following requirements.

It is signed and sealed by legal representatives (persons in charge) or authorized representatives of both Parties (if Party A is a natural person, only signature is required);

Pledges in the “Pledge List” of this agreement have been legally registered.

Party A and Party B are not entitled to amend or dissolve this agreement before it expires except any special arrangement being made under this agreement. When amendment or dissolution of this agreement becomes necessary both Parties should reach agreement in writing through negotiations.

As to unsettled matters, both Parties could reach other written agreements as Appendixes to this agreement. Any Appendix, amendment and supplement are integral part of the agreement, and shall have the same legal binding force with the agreement.

Party A shall cover all expenses related with valuation, notarization, insurance, registration, appraisal, storage and withdrawal, etc.

Any notice, demand or communication such as telegrams, telexes, facsimiles shall be deemed effectively given after delivery. If given in letter it shall be deemed effectively given on mailing date.

Any change of name, address, telephone or facsimile numbers shall be informed to the other Party within 15 calendar days after the change.

This agreement is written in   3   originals, one copy for each Party, one for the Pledge Registration Authority and one for the notarization organization if the agreement is notarized.

Pledgor: Shenyang Maryland International Industry Co., Ltd. (seal)

Legal representative or authorized representative: ▇▇▇▇▇ ▇▇▇▇

Pledgee: Shenyang City Commercial Bank (stock ) Co., Ltd. Zhongshan Branch (seal)

Legal representative or authorized representative: ▇▇▇▇▇ ▇▇▇

Date: June 28, 2006