Sample Business Contracts

Loan Agreement - China Resources Development Inc. and Hainan Agricultural Resources Co. Ltd.

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                                 LOAN AGREEMENT

Lender:   China Resources Development, Inc.

Borrower: Hainan Agricultural Resources Company Limited

WHEREAS in order to more effectively making use of the foreign raised capital
and to enable the Borrower to better plan for its production operation for
fiscal year 1996 and the new investment projects. The Borrower hereby applies
for a loan from the Lender.

NOW, THEREFORE, pursuant to mutual consultations, the Parties agree as follows:

1. TYPE OF LOAN: Shareholder's free interest loan.

2. AMOUNT OF LOAN: Renminbi Forty Five Million Six Hundred and Fifty Five
Thousand Yuan (RMB45,650,000.00).

3. LOAN PERIOD: The Loan shall be interest free and payable to an account
designated by the Borrower. The Loan shall be capitalized into registered
capital of the Borrower by the Lender as interest-free investment once the
procedures for the capital enlargement application and approval and the capital
verification are completed.


(1).     The Lender should wire the Loan into a bank account designated by
the Borrower with the Bank of China, Hainan Branch before March 31, 1996. The
bank account number is 01-02-01-2039867.

(2)      The Borrower should utilize the Loan according to the decisions on
its application made by the Board of Directors. The Borrower should report to
the Lender regularly with regard to the manner in which the Loan is applied.

5. PENALTY FOR DEFAULT: The Borrower should utilize the Loan according to the
decisions of the Board of Directors. Otherwise, the Lender can terminate the
Loan Agreement and call back the Loan.

6. ARBITRATION: Should any dispute arise from this Loan Agreement, both Parties
shall resolve them through friendly negotiations, failing which, they should be
submitted to the People's Court where the contract is signed, for solution.

7. LAWS APPLICABLE: The relevant rules and laws of the State and the normal
terms for a bank loan shall apply to such events in case they are not being
covered by this Agreement.
<PAGE>   3

8. MISCELLANEOUS: This Agreement shall become effective upon the date it is
signed by the Parties. This Agreement shall be made in duplicate and each party
shall retain one copy.

Lender:                                     Borrower:
(China Resources Development, Inc.)         (Hainan Agricultural Resources
                                             Co., Ltd.)

Representative:                             Representative:
(Zhang Yibing)                              (Li Feilie)

Address:                                    Address:

Telephone number:                           Telephone number:

Date:  March 25, 1996                       Date:  March 25, 1996