EXHIBIT
      10.2 

    RMB
      Short-Term Loan Agreement

    


     (This
      document is an English summary from the original Chinese version) 

    


    


    The
      Borrower:
      Jinzhou
      Halla Electrical Equipment Co., Ltd.

    


    The
      Lender:
      Bank of
      China (Jinzhou Tiebei Branch) 

    


    Date
      of
      the Agreement: September 27, 2007 

    


    
      	
              1.

            	
              The
                amount of loan is RMB 30 million.

            


    

     

    
      	
              2.

            	
              The
                term of the loan is 6 months, commencing on the drawdown date and
                ending
                on the last payment date.

            


    

     

    
      	
              3.

            	
              The
                loan shall be used for the purpose of purchasing raw materials. Without
                written consent of the Lender, the Borrower can not change the use
                of the
                loan. The loan can not be used to buy stocks, real estates in violation
                of
                regulations and other items prohibited by laws and regulations.
                

            


    

     

    
      	
              4.

            	
              The
                semiannual interest rate is 6.48% and cannot be adjusted within the
                term
                of this Agreement. The Borrower shall make the interest payment on
                a
                quarterly basis on March 20th,
                June20th,
                September 20th,
                and December 20th,
                respectively.

            


    

     

    
      	
              5.

            	
              Conditions
                of Drawing Loan

            


    

     

    The
      Lender is entitled to refuse the Borrower’s drawing money before the following
      conditions are satisfied:

     

    
      	 	
              (1)

            	
              The
                Borrower submits a written application for the loan and documents
                proving
                the use of the loan five days before it draws
                money;

            


    

     

    
      	 	
              (2)

            	
              This
                Agreement and other relevant documents attached have taken into
                effect;

            


    

     

    
      	 	
              (3)

            	
              The
                Mortgage Agreement specified under Section 9 has taken into
                effect;

            


    

     

    
      	 	
              (4)

            	
              The
                Borrower has opened bank account in accordance with the requirements
                of
                the Lender for drawing money, paying interests and
                fees;

            


    

     

    
      	 	
              (5)

            	
              The
                Borrower has submitted to the Lender the resolutions of the board
                of
                director of the Borrower or the other competent authorities approving
                the
                execution and performance of this Agreement;


            


    

     

    
      	 	
              (6)

            	
              The
                Borrower has submitted to the Lender the lists of personnel who have
                the
                power to execute this Agreement and relevant documents to this Agreement
                and their sample of signature; and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (7)

            	
              No
                occurrence of event of default specified under Section
                11.

            


    

     

    
      	
              6.

            	
              The
                Borrower
                shall draw the whole amount of the loan on September 29,
                2007.

            


    

     

    
      	
              7.

            	
              The
                Borrower shall submit an application for the loan when drawing the
                money
                and go through respective
                formalities.

            


    

     

    
      	
              8.

            	
              On
                March 28, 2008, the Borrower shall pay back the principal of RMB
                30
                million. Prepayment is permitted, but a 15-day advance notice to
                the
                Lender is required. On such occasion, the Borrower shall be subject
                to a
                penalty equal to 2% of the interests that otherwise would be accrued
                on
                the portion of the principal that is
                pre-paid.

            


    

     

    
      	
              9.

            	
              The
                Borrower shall provide mortgage to secure the full payment of its
                obligation under this Agreement. The Borrower and the Lender entered
                into
                a Mortgage Agreement, the number of the agreement is 2007
                Jin Zhong Yin Tie Ya Zi No. 001.

            


    

     

    
      	
              10.

            	
              Representations
                and Warranties

            


    

     

    
      	 	
              10.1

            	
              The
                Borrower represents that:

            


    

     

    
      	 	
              (1)

            	
              It
                is duly registered and validly
                existing;

            


    

     

    
      	 	
              (2)

            	
              It
                has obtained all necessary authorization to execute this
                Agreement;

            


    

     

    
      	 	
              (3)

            	
              All
                documents, financial statements, and other materials provided by
                the
                Borrower to the Lender are true, complete, accurate and
                valid;

            


    

     

    
      	 	
              (4)

            	
              The
                Borrower has not disguised any of the following events which has
                already
                occurred or is occurring and will affect the performance capabilities
                of
                the Borrower:

            


    

     

    
      	 	
              (ii)

            	
              any
                material violation of discipline and laws or claims to be made involving
                the Borrower or its main leaders;

            


    

     

    
      	
            	(iii)	
              breach
                of contract by the Borrower under other
                agreements;

            


    

     

    
      	 	
              (iv)

            	
              obligations,
                contingent obligations or mortgage or pledge to a third party which
                the
                Borrower shall bear; 

            


    

     

    
      	 	
              (v)

            	
              pending
                litigation or arbitration; and

            


    

     

    
      	 	
              (vi)

            	
              other
                events which will affect the financial status and performance capabilities
                of the Borrower.

            


    

     

    
      	 	
              10.2

            	
              The
                Borrower hereby warrants:

            


    

     

    
      	 	
              (1)

            	
              To
                provide the Lender the latest financial statements on a monthly basis
                in
                accordance with the requirements of the Lender, provide the Lender
                the
                audited financial statements of the previous year in the first quarter,
                and to provide any time upon the request of the Lender other related
                materials including but limited to the financial
                statements;

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              (2)

            	
              To
                accept and fully coordinate the examination and supervision by the
                Lender
                to the use of the loans;

            


    

     

    
      	 	
              (3)

            	
              To
                inform the Lender in advance of decrease of registered capital, or
                any
                material change of equity interest and adjustment of operation, including
                but not limited to joint venture or cooperation with foreign investors,
                division, merger, acquisition, reorganizes, lease, contracting,
                trusteeship, etc. In case the aforesaid activities have an adverse
                impact
                on the Borrower’s capabilities to pay back the loan, consent of the Lender
                is required;

            


    

     

    
      	 	
              (4)

            	
              The
                Borrower can not dispose of its self-owned assets by decreasing its
                capabilities to pay back the loan. The Borrower shall timely inform
                the
                Lender when mortgaging or pledging its self-owned assets and warrant
                the
                total amounts of debts it secured shall not exceed the net value
                of the
                assets which secures the debts; 

            


    

     

    
      	 	
              (5)

            	
              The
                Lender has a priority on the payback of the loan over the payback
                of the
                loan by the shareholders to the Borrower and shall at least be in
                the same
                position as other creditors to the same type of
                debts;

            


    

     

    
      	 	
              (6)

            	
              The
                Borrower shall deposit enough money for paying back the interests
                at least
                one day before the date which every interest is
                due;

            


    

     

    
      	 	
              (7)

            	
              The
                Borrower shall not distribute dividend and bonus to its shareholder
                in any
                means in case the net after-tax profit in the relevant fiscal year
                is or
                below zero, or is not sufficient to make up the accumulated losses
                of the
                previous fiscal year, or the before-tax profit is not used to pay
                back the
                principle and interests and fees which are due in such fiscal year
                or the
                before-tax profit is not sufficient to pay back the principle, interests
                and fees in the next fiscal year; 

            


    

     

    
      	 	
              (8)

            	
              To
                immediately inform the Lender in case of occurrence of any of the
                following events: 

            


    

     

    
      	 	
              (i)

            	
              breach
                of contract by the Borrower under this Agreement or other
                agreements;

            


    

     

    
      	 	
              (ii)

            	
              change
                of senior management of the Borrower, amendment of the articles of
                association of the Borrower and material adjustment of the internal
                organization structure of the
                Borrower;

            


    

     

    
      	 	
              (iii)

            	
              deterioration
                of financial situation of the Borrower;
                and

            


    

     

    
      	 	
              (iv)

            	
              material
                litigation or arbitration the Borrower is
                involved.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              11.

            	
              Event
                of Default

            


    

     

    
      	 	
              11.1

            	
              If
                the Borrower fails to repay the principal or interest when it becomes
                due
                and obtain an extension from the Lender, then during the overdue
                period,
                the interest rate for the portion of the payment that becomes due
                shall be
                150% of the agreed-upon interest rate; if the Borrower uses the proceeds
                of the loan for any purposes other than agreed upon herein, the interest
                rate for that portion of the proceeds will be 100% higher than the
                agreed-upon interest rate. In case the Borrower fails to repay the
                interest in full amount on time, the Lender is entitled to collect
                double
                interest on a quarterly basis on the amount of the interest which
                becomes
                due and unpaid according to the same interest rate as the rate for
                the
                principle. 

            


    

     

    
      	 	
              11.2

            	
              In
                any of the following events, the Lender is entitled to stop the Borrower
                to draw the money or cancel the loan which the Borrow has not drawn
                and
                declare that the principle and all the interests under this Agreement
                become due immediately:

            


    

     

    
      	 	
              (1)

            	
              The
                Borrower fails to repay the principle or interests in delay for more
                than
                30 days;

            


    

     

    
      	 	
              (2)

            	
              The
                total amount of the principle and interest that the Borrower fails
                to
                repay or uses for any purposes other than agreed upon herein has
                amounted
                to RMB one million;

            


    

     

    
      	 	
              (3)

            	
              Any
                representation furnished by the Borrower under Section 10 proves
                to be
                incorrect or the Borrower breaches any of its representations/warranties
                under this Agreement;

            


    

     

    
      	 	
              (4)

            	
              Occurrence
                of an event of default by the Borrower under other
                agreements;

            


    

     

    
      	 	
              (5)

            	
              Occurrence
                of an event of default by the mortgager under the mortgage agreement,
                adversely affect the Borrower’s capabilities to perform its obligations
                under this Agreement;

            


    

     

    
      	 	
              (6)

            	
              The
                Borrower ceases its operation, dissolves or bankrupts;
                

            


    

     

    
      	 	
              (7)

            	
              Serious
                deterioration of financial situation of the Borrower;
                and

            


    

     

    
      	 	
              (8)

            	
              The
                collaterals are damaged, lost, destroyed, sealed up or frozen and
                the
                Borrower fails to provide new security according to the requirements
                of
                the Lender.

            


    

     

    
      	
              12.

            	
              The
                Borrower agrees that the Lender may directly deduct any amounts which
                become due under this Agreement from the bank accounts the Borrower
                has
                opened in all the branches of Bank of China.


            


    

     

    
      	
              13.

            	
              All
                the taxes, charges and fees relevant to the execution, performance
                of this
                Agreement and its dispute resolution shall be borne by the Borrower.
                

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              14.

            	
              Offset,
                Assignment and Rights Reservation 

            


    

     

    
      	 	
              14.1

            	
              The
                Borrower shall fully repay the principle and all the interests which
                become due under this Agreement and cannot offset such principle
                and
                interests, unless agreed by the
                Lender.

            


    

     

    
      	 	
              14.2

            	
              Without
                prior written consent from the Lender, the Borrower shall not assign
                any
                obligations under this Agreement to a third
                party.

            


    

     

    
      	 	
              14.3

            	
              Any
                tolerance, extension and preference given by the Lender to the Borrower
                or
                any delay to execute the rights under this Agreement by the Lender
                shall
                not affect, impair or restrict any enjoyable rights of the Lender
                according to this Agreement and other laws and regulations, nor be
                deemed
                a waiver of the aforesaid rights of the Lender under this Agreements,
                nor
                exempt any obligations of the Borrower under this
                Agreement.

            


    

     

    
      	
              15.

            	
              Amendment
                and Termination

            


    

     

    
      	 	
              15.1

            	
              This
                Agreement may be amended, supplemented or terminated based on mutual
                written agreement between both Parties. Any amendments and supplements
                to
                this Agreement shall constitute an integral part of this
                Agreement.

            


    

     

    
      	 	
              15.2

            	
              Any
                unenforceable provision of this Agreement will not affect the
                enforceability of all the remaining provisions of this
                Agreement. 

            


    

     

    
      	
              16.

            	
              Application
                of Law, Dispute
                Settlement and Jurisdiction 

            


    

     

    
      	 	
              16.1

            	
              The
                Agreement will be governed by laws of People’s Republic of
                China.

            


    

     

    
      	 	
              16.2

            	
              Any
                disputes, which cannot be settled through consultation, shall be
                adjudicated by the court in the jurisdiction where the Lender
                domiciles. 

            


    

     

    
      	
              17.

            	
              Effectiveness
                of the Agreement 

            


    

     

    This
      Agreement shall take into effect as of the date when the legal representatives
      or authorized representatives of both Parties sign and attach the seals to
      the
      Agreement. There are two official copies of the Agreement. Both Parties shall
      hold one original set, which shall be equally authentic.

     

    
      	
              18.

            	
              Special
                Note

            


    

     

    The
      Parties have conducted sufficient negotiations on all terms of this Agreement.
      The Lender has reminded the Borrower of paying special attentions to all the
      terms regarding the rights and obligations of both Parties and of understanding
      these terms comprehensively and accurately. Upon the request of the Borrower,
      the Lender has respectively informed and explained the aforesaid terms to the
      Borrower. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      
        	
                Jinzhou
                  Halla Electrical Equipment Co., Ltd. 

              
	
                /s/
                  Yuncong Ma

              	 
	
                Seal

              
	
                September
                  27, 2007

              
	
                 

              
	
                 

              
	
                Bank
                  of China (Jinzhou Tiebei Branch)

              
	
                /s/
                  Jun Wang

              	 
	
                Seal
                  

              
	
                September
                  27, 2007 

              


      

    

     

    
      
         

      

      
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