Irrevocable Guaranty Agreement

To the beneficiary, China Merchants Bank Stock Co. Ltd:

Whereas the Bank agrees to provide Goldenway Nanjing Garments Company Limited (hereinafter referred to as the “Debtor”) with a loan in the amount of RMB 5,000,000.00, and executed the Loan Agreement of [2008]D.Z.No.111101026 (hereinafter referred to as the “Master Agreement”) with the Debtor on Dec. 8, 2008.

Upon the request of the Debtor, I agree to eneter into this Irrevocable Guaranty Agreement to bear the following joint and several guarantee liabilities for all of the Debtor’s debts under the Master Agreement:

Article 1 Manner of Guaranty

1.1 Where the Debtor fails to repay the debts under the Master Agreement to the Bank at the date of maturity of the debts, the Guarantor shall bear the joint and several liabilities of repayment within the scope of guarantee stated in Article 2 herein. Where the Bank claims the debts under the Master Agreement against the Debtor according to the Master Agreement prior to the date of maturity of the debts, the Guarantor shall also bear the joint and several liabilities of repayment within the scope of guarantee stated in Article 2 herein.

1.2 The Bank and the Debtor may reach an agreement to extend or alter the term, interest rate, amount, etc. of the debts under the Master Agreement. The Guarantor acknowledges that where the Bank adjusts the interest rate of the debts according to the Master Agreement within the term of the debts, the Bank need neither obtain the consent of Party B nor notify Party B without prejudice to the Guarantor’s guarantee liabilities under this Agreement.

Article 2  Scope of Guarantee

2.1 The scope of guarantee under this Agreement includes but is not limited to all the debts under the Master Agreement, corresponding interest, penalty interest, compound interest and liquidated damages, and other relevant expenses, i.e.:

2.1.1 The principal provided by the Bank to the Debtor according to the Master Agreement, corresponding interest, penalty interest, compound interest and liquidated damages, and relevant expenses; or

2.1.2 The principal of the payment for commercial draft acceptance under the Master Agreement, corresponding interest, penalty interest, compound interest and liquidated damages, and relevant expenses; or

2.1.3 The principal of the payment for bill discounted under the Master Agreement, corresponding interest, penalty interest, compound interest and liquidated damages, and relevant expenses.

Article 3  Manner of Guaranty

 The Guarantor acknowledges that it shall bear joint and several guarantee liability for all the debts within the scope of guaranty mentioned above. Where the Debtor fails to repay the principal and interest of the loan, imprest or other debts and relevant expenses under the Master Agreement, or the Debtor falls upon any of the circumstances of default stated in the Master Agreement, the Bank is entitled to directly claim against the Guarantor and need not claim against the Debtor first. Even if the debtor or any third person is willing to provide guarantee or mortgage for the debts under the Master Agreement, the Bank is still entitled to claim against the Guarantor first. Even if there is any other mortgage/pledge guarantee or any other guarantor and the Bank waives, alters or dissolves the mortgage/pledge guarantee or alters or dissolves the guarantee responsibility of the other guarantor, the Guarantor shall still bear the guarantee responsibility against the Bank according to this Agreement./

 The claim reimbursement notice sent by the Bank is final, for which the Guarantor shall have no objection. As for the money unpaid by the Debtor to the Bank, the Guarantor agrees to pay off within five days after receiving the written claim reimbursement notice sent by the Bank and the Bank need not issue any certification. Unless there is obvious or major mistake, the Guarantor acknowledges that the money stated in the claim reimbursement notice sent by the Bank is accurate.

 The Bank may adopt any means it deems proper, including but without limitation to fax, post, delivery by special person and announcement on media to press for payment of debts.

Article 4   Term of  the Guaranty

 The term of liability for guarantee of the Guarantor shall be from the date of execution of this Agreement till two years after the date of the expiration o