EXHIBIT
      10.3

    


    Mortgage
      Agreement

    


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

    


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

    


    The
      Mortgagee:
      Bank of
      China (Jinzhou Tiebei Branch) 

    


    In
      order
      to ensure the performance of one or several credit agreements entered or to
      be
      entered into between the Mortgagor and the Mortgagee, the Mortgagor hereby
      enters into this agreement (the “Agreement”) with the Mortgagee and grants the
      Mortgagee security interests on certain of its properties to secure its
      obligations under those credit agreements. All terms have the meaning as defined
      in the credit agreements unless otherwise provided herein. 

    


    Section
      1
      Credit Facility Agreements 

    


    The
      Agreement is entered into pursuant to one or several Credit Facility Agreements
      entered or to be entered into by the Mortgagor and Mortgagee between September
      27, 2007 and September 24, 2008, and any other agreements now or hereafter
      entered into in connection with the Credit Facility Agreements (collectively,
      the “Credit Facility Agreements”). 

    


    The
      Mortgagee hereby confirms that it shall provide the credit facility to the
      Mortgagor pursuant to the Credit Facility Agreements and permit the Mortgagor,
      subject to the terms of the Credit Facility Agreement, to use the credit
      facilities for the use of RMB short-term loan, foreign currency short-term
      loan,
      bank’s acceptance bill and settlement. 

     

    Section
      2
      Security Scope 

    


    The
      obligations covered by the Agreement are: the outstanding loan obligations
      up to
      RMB 80 million owed by the Mortgagor to the Mortgagee incurred during September
      27, 2007 to September 24, 2008 (the “Secured Obligations”). 

    


    The
      Secured Obligations shall include all principal, interest, damage and related
      costs (including, but not limited to attorney’s fee, notarization fee and
      execution fee, etc.).

    


    Section
      3
      Secured Liabilities 

    


    Should
      the Mortgagor default for failing to make mortgage payments due under the Credit
      Facility Agreements, the Mortgagee has the right to foreclose on the
      collateral.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    
Section
      4
      Settlement Date

    


    The
      settlement date for the Secured Obligations shall be the earlier of (i)
      September 24, 2008 as provided in Section 2; or (ii) the date when the amount
      of
      the Secured Obligation can be determined pursuant to the applicable laws.


    


    Section
      5
      Collaterals

    


    The
      assessed value of the collateral is RMB 93.75 million. If at any time before
      the
      full repayment of the Secured Obligations, the total value of the collateral
      decreases and is insufficient to secure all Secured Obligations, the Mortgagee
      shall have the rights to request the Mortgagor to recover the value of the
      collaterals or provide additional collaterals acceptable to the Mortgagee with
      value equals to the decreased value. 

    


    In
      case
      the collaterals are the properties of which the circulation is restricted,
      the
      Mortgagor shall coordinate with the Mortgagee to go through examination,
      approval and registration formalities in accordance with the stipulations by
      law.

    


    If
      the
      value of the collaterals decreases due to natural disaster, unexpected events,
      torts or other reasons, the Mortgagor shall take necessary actions to prevent
      further damage and shall provide written notice to the Mortgagee promptly.
      

     

    Section
      6
      Possession of the Collaterals 

    


    The
      collateral under the Agreement shall be possessed by the Mortgagor but the
      title
      and other ownership documents shall be possessed by the Mortgagee. The Mortgagor
      agrees to accept and effectively coordinate the examination to the collateral
      by
      the Mortgagee and its delegated organizations and individuals at any time.
      The
      Mortgagor shall properly keep and maintain the collateral and take effective
      measures to safeguard the safety and completeness of the collateral. The
      collateral shall not be transferred, lend, leased, or disposed by the Mortgagor
      without prior written consent of the Mortgagee, otherwise the Mortgagee is
      entitled to declare such activities to be invalid and take the remedies
      specified under section 12. 

    


    Section
      7
      Insurance for the Collaterals 

    


    The
      Mortgagor shall insure the collateral with an insurer in such manner and for
      a
      term agreed upon by the Mortgagor and the Mortgagee. The coverage for the
      insurance shall be no less than the book value of the collaterals. The insurance
      policy shall comply with the requirements of the Mortgagee and contain no
      restrictive clauses which impair the interests of the Mortgagee.

    


    Before
      repaying off the Secured Obligations, the Mortgagor shall not cease, terminate
      or amend the insurance policy by any reasons and shall take all reasonable
      and
      necessary measures to maintain the validity of the insurance policy. In case
      the
      Mortgagor fails to purchase insurance for the collaterals or breaches the
      aforesaid stipulation, the Mortgagee is entitled to purchase insurance or
      continue to purchase insurance for the collaterals. In such occasion, the
      insurance fee shall be borne by the Mortgagor.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
Within
      10
      days after execution of the Agreement, the Mortgagor shall provide the Mortgagee
      the original of the insurance policy for the collaterals and transfer the
      insurance rights to the Mortgagee. 

    


    In
      case
      the collaterals include any machinery equipments which have not been installed,
      after completion of installation of those equipments, the Mortgagor shall handle
      insurance formalities for those equipments according to stipulations under
      this
      Section.

    


    Section
      8
      Mortgage Registration 

    


    The
      Mortgagor shall make the necessary filing with the relevant government authority
      for registration of the collaterals within ten days after the Agreement is
      entered into. After filing the registration formalities for the collaterals,
      the
      Mortgagor shall provide the duplicate of the relevant registration certificate
      to the Mortgagee within three days. In case the collaterals include any
      machinery equipments which have not been installed, within ten days after
      completion of installation of those equipments, the Mortgagor shall make the
      necessary filing with the relevant government authority for registration of
      those equipments.

    


    Section
      9
      Execution of Mortgage Rights

    


    Should
      the Mortgagor default for performing its obligations due under the Credit
      Facility Agreements, the Mortgagee shall have the right to convert or sell
      the
      collaterals at the agreed price. If the price is not agreed, the Mortgagee
      may
      apply with the court to auction or sell the collateral. The amount from disposal
      of the collaterals shall set-off the debts under the Credit Facility Agreements
      after paying the disposal fees and fees payable by the Mortgagor to the
      Mortgagee under this Agreement. When the Mortgagee claims to execute the
      mortgage rights, the Mortgagor shall not refuse by any excuses. 

    


    Section
      10 Relationship between the Mortgagee Agreement and the Credit Facility
      Agreement 

    


    The
      Agreement is independent from the Credit Facility Agreement and this Agreement
      shall not be voided or revoked because of the unenforceability of the Credit
      Facility Agreement. The parties to the Credit Facility Agreement terminate
      the
      Credit Facility Agreement or make it expire in advance, this Agreement shall
      still be valid and the Mortgagor shall be liable for the debts occurred and
      losses caused by the Mortgagor to the Mortgagee.

    


    Amendment
      to the Credit Facility Agreement and to the letter of credit opened and
      guarantee letter issued in accordance with the Credit Facility Agreement require
      no written consent of the Mortgagor who shall be liable for the amended Credit
      Facility Agreement and the obligations of the Mortgagor to the Mortgagee due
      to
      the amended letter of credit and guarantee letter.

    


    The
      adjustment to the credit line by the Mortgagee in accordance with the Credit
      Facility Agreement and assignment of the rights and obligations under the Credit
      Facility Agreement by the Mortgagee to other branches of Bank of China or
      assignment of credit rights by the Mortgagee under the Credit Facility Agreement
      require no written consent of the Mortgagor whose liabilities shall not
      decreased or exempted thereof. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
Section
      11 Representation and Warranties

    


    The
      Mortgagor hereby represents and warrants that

    


    
      	1.  	
              Among
                other things, that it is duly organized and in good standing under
                Chinese
                laws, and has legal ownership of or right to dispose the collateral.
                

            


    

    


    
      	2.  	
              No
                other co-owners exist on the collaterals, or though co-owners exist
                on the
                collaterals, the Mortgagor has obtained all written permit from all
                other
                co-owners. Such written permit has been delivered to the Mortgagee
                before
                conclusion of this Agreement.

            


    

    


    
      	3.  	
              It
                has fully understood the Credit Facility Agreement. The execution
                and
                performance of this Agreement are voluntary and true expression of
                intent
                of the Mortgagor. The legal representative or authorized representative
                who executes this Agreement on behalf of the Mortgagor has fully
                obtained
                the lawful and valid corporate authorization. Execution and performance
                of
                this Agreement will not violate any contracts, agreements or other
                legal
                documents having legal binding effect on the Mortgagor. The Mortgagor
                has
                obtained or will obtain all necessary permit, license, record or
                registration for this mortgage.

            


    

    


    
      	4.  	
              All
                documents and materials provided by the Mortgagor to the Mortgagee
                are
                true, complete, accurate and valid.

            


    

    


    
      	5.  	
              The
                Mortgagor has not disguised, as of the date when this Agreement is
                entered
                into, any mortgage, pledge, lien or other securities existing on
                the
                collaterals. 

            


    

    


    
      	6.  	
              It
                shall immediately inform the Mortgagee of dissolution, bankruptcy
                of the
                Mortgagor and occurrence of other events which will have adverse
                impact on
                the financial status of the Mortgagor or creation of material new
                obligations on the collaterals.

            


    

    


    
      	7.  	
              In
                case the collaterals are buildings under construction, no preemptive
                rights of a third party for payment exist on such collaterals. In
                case
                such preemptive rights of a third party exist, such third party will
                issue
                a written statement to waive such preemptive
                rights.

            


    

    


    Section
      12 Events of Default

    


    After
      conclusion of this Agreement, in case the mortgage rights can not be realized
      because the Mortgagor refuses or delays to go through registration formalities
      or due to other reasons, the Mortgagor, if he is the debtor, shall be liable
      to
      the Mortgagee for the Secured Obligations; if the Mortgagor is a third party,
      the Mortgagor shall be severally and jointly liable for the Secured Obligations
      under the Credit Facility Agreement. 

    


    Any
      of
      the following events shall constitute the breach of contract by the
      Mortgagor:

    


    
      	1.  	
              transferring,
                leasing, lending, reconstruction or disposing of all or some of the
                collaterals by other means at will in violation of the stipulations
                specified under Section 6;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	2.  	
              preventing
                the Mortgagee from disposing of the collaterals in accordance with
                this
                Agreement by any means;

            


    

    


    
      	3.  	
              refusing
                or delaying to coordinate the Mortgagee to renew the registration
                of
                mortgage so as to invalidate the mortgage before full repayment of
                the
                Secured Obligations;

            


    

    


    
      	4.  	
              the
                insurer refuses to compensate the destroy or loss of the collaterals
                occupied by the Mortgagor due to the Mortgagor has not purchased
                insurance
                for the collaterals; and

            


    

    


    
      	5.  	
              Any
                representation furnished by the Mortgagor under this Agreement proves
                to
                be incorrect or the Mortgagor breaches any of its
                representations/warranties under this
                Agreement.

            


    

    


    In
      the
      event of breach of contract by the Mortgagor, the Mortgagee is entitled to
      take
      one or all of following actions:

    


    
      	1.  	
              reducing
                or canceling the line of credit;

            


    

    


    
      	2.  	
              declaring
                early expiration of the Loan Agreement and the Credit Facility Agreement
                entered into between the Mortgagor and the Mortgagee;
                

            


    

    


    
      	3.  	
              requiring
                the Mortgagor to compensate the Mortgagee all and any direct or indirect
                losses suffered therefrom;

            


    

    


    
      	4.  	
              offsetting
                the money of the Mortgagor saved in the Mortgagee or other branches
                of
                Bank of China against the Secured Obligations.


            


    

    


    Section
      13 Fees 

    


    All
      costs
      incurred in connection with the Agreement or the collateral thereunder shall
      be
      borne by the Mortgagor.

    


    Section
      14 Offset and Reservation of Rights 

    


    Unless
      the Mortgagee agrees otherwise, the Mortgagor has no rights to offset any
      payment made to the Mortgagee.

    


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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
Section
      15 Amendment, Termination and Interpretation of the Agreement

    


    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.

    


    Any
      matters that are not covered by this Agreement shall be interpreted or handled
      according to the relevant provisions of the Credit Facility
      Agreements.

    


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

    


    Section
      16 Application of Laws, Disputes Resolution and Jurisdiction

    


    The
      Agreement is governed by the laws of the People’s Republic of
      China.

    


    Disputes,
      which cannot be settled through consultation, shall be adjudicated by the court
      which has the jurisdiction pursuant to the Credit Facility Agreements.


    


    Section
      17 Attachments to the Agreement

    


    Attached
      to this Agreement are: (i) list of collaterals; (ii) ownership certificate
      of
      collaterals; (iii) original copies of insurance policies of collaterals; (iv)
      mortgage registration certificate; and (v) assessment reports of collaterals.
      These attachments shall be integral part of this Agreement. 

    


    Section
      18 Effectiveness of the Agreement

    


    The
      Agreement shall take into effect after (i) signature by the legal
      representatives or authorized representatives of both Parties, affixed with
      corporate seals; and (ii) registration by the Mortgagor. 

    


    Section
      19
      Special
      Note

    


    The
      Parties have conducted sufficient negotiations on all terms of this Agreement.
      The Mortgagee has reminded the Mortgagor 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 Mortgagee has respectively informed and explained the aforesaid terms to
      the
      Mortgagor. 

    


    
      	 	
              Jinzhou Halla Electrical Equipment Co., Ltd.

            
	 	
              /s/
                Yuncong Ma

            
	 	
              Seal

            
	 	
              September
                27, 2007

            
	 	
              Place:
                Jinzhou Tiebei Branch

            
	 	 
	 	
              Bank of China (Jinzhou Tiebei Branch)

            
	 	
              /s/
                Jun Wang

            
	 	
              Seal

            
	 	
              September
                27, 2007

            
	 	
              Place:
                Jinzhou Tiebei Branch

            


    

     

    
      
        
        

      

      
        6