Creditor (hereinafter referred to as Party A):

Debtor (hereinafter referred to as Party B):

Party B, in the month of January, due to the occurrence of cash flow difficulties in the operation of the financing of RMB 10,000,000 to Party A, with a term from January to January. In view of the current operating conditions of Party B, it is not possible to return the loan to Party A with monetary funds as originally agreed. Party A, Party B by consensus, Party A agreed to Party B to property offset its debt, the two sides agreed as follows:

One, Party B to the following property to offset the borrowing of RMB 10,000 yuan to the Party on January 1 (to Party B financial vouchers as a basis for a copy of the attached): Name Model Number Ownership Certificate and No. Assessed value

Two, within thirty days after the establishment of this agreement, by Party A, Party B *** with the money to the Party. Within thirty days after the establishment of this Agreement, A, B*** and B*** will register the ownership of the property with the management department. This Agreement shall enter into force on the date of registration of the property. On the date of registration of the transfer of the above property, the debt between A and B shall be canceled.

Three, all the costs incurred for the transfer of ownership of property registration, A and B parties shall each bear 50%.

Four, the property listed in this agreement party B has been insured to the insurance company. After the entry into force of this agreement, party B is responsible for the insurance of the beneficiary right in party A's name until the expiration of the insurance period. After the expiration of the current insurance period, the insurance of the property shall be borne by Party A.

V. Party B guarantees that there is no restriction of rights (such as mortgage, etc.) on the ownership of the above property, and that it has not been seized, detained, or preserved by the relevant authorities. Due to Party B or other reasons, the property ownership transfer is not possible, Party A still has the legal status of creditor, entitled to exercise the right to debt recovery in accordance with the law.

Sixth, after the entry into force of this agreement, if there is a breach of contract, the party in breach of the economic and legal responsibility.

Seven, this agreement was signed and sealed by both parties and notarized after the establishment. This agreement is in four copies, one for each party A and B, one for the management authorities for transfer registration, and one for the record by the notary public. Agreement

Party A: Party B: (official seal) Legal representative: Agent:

Date of signing: Month of year Place of signing:

The provisions of Article 551 of the Civil Code state that "If the debtor transfers all or part of the obligations of the contract to a third party, it shall be with the consent of the creditor.