EXHIBIT
        10.1

      Credit
        Facility 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) 

      


      
        	
                1.

              	
                Scope
                  of Business

              


      

       

      Subject
        to the terms of this Credit Facility Agreement (the “Agreement”) and separate
        agreements to be entered into by the Borrower and Lender (collectively, the
        “Parties”), Lender hereby agrees to make loans to the Borrower for purposes of
        RMB short-term loan, foreign currency short-term loan, bank acceptance, and
        settlement financing business, etc. 

      


      
        	
                2.

              	
                Types
                  of Loan and Commitment Amount

              


      

       

      The
        Lender hereby grants to the Borrower the following line of credit of up to
        RMB
        80 million:

      


      
        	
              	(i)	
                RMB
                  Short-Term Loan: RMB 30 million;

              


      

       

      
        	
              	(ii)	
                Bank’s
                  Acceptance Credit: RMB 15 million;

              


      

       

      
        	
              	(iii)	
                Factor
                  Credit: RMB 15 million; and

              


      

       

      
        	
              	(iv)	
                Commercial
                  Invoice Discount: RMB 20 million.

              


      

       

      
        	
                3.

              	
                Use
                  of the Line of Credit

              


      

       

      Within
        the term of the Agreement as specified in Section 5, the Borrower may use
        line
        of credit in a revolving way up to the amount as provided under Section 2.
        

      


      In
        case
        the Borrower needs to adjust the scope of business as specified in Section
        1, it
        shall apply to the Lender in writing. Upon the application, the Lender may
        decide whether to adjust the scope.

      


      
        	
                4.

              	
                 Separate
                  Agreements Required: 

              


      

       

      The
        Parties shall enter into a separate agreement (collectively “Separate
        Agreement”) as follows each time advances are made pursuant to this
        Agreement:

      


      
        	
              	4.1	
                For
                  RMB Short-Term Loan: RMB Loan Agreement (Short
                  Term);

              


      

       

      
        	
              	4.2	
                For
                  Bank’s Acceptance Credit: Bank’s Acceptance Credit Agreement;
                  and

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
              	4.3	
                For
                  Settlement Financing Business: (1) Agreements: (i) Domestic Commercial
                  Invoice Discount Agreement; and (ii) Domestic General Factor Agreement;
                  and (2) Applications: (i) Application for Domestic Invoice Discount
                  Amount; (ii) Application for Domestic Commercial Invoice Discount;
                  (iii)Application for Domestic Factor Business; (iv) Application
                  for Change
                  of Domestic Factor Credit Amount; and (v) Application for Domestic
                  Factor
                  Financing. 

              


      

       

      The
        Separate Agreements shall become integral part of this Agreement. The rights
        and
        obligations of both Parties shall be defined according to the Separate
        Agreements and this Agreement. In case of any discrepancy between the Separate
        Agreements and this Agreement, the Separate Agreements shall prevail.


       

      
        	
                5.

              	
                 Term
                  of the Agreement 

              


      

       

      The
        term
        of this Agreement shall commence from the date as specified under Section
        19 and
        expires on September 24, 2008; 

       

      The
        term
        of this Agreement shall not be extended automatically. The term of this
        Agreement may be extended upon a written approval by the Lender of the
        Borrower’s application for extension and satisfaction of security interest
        provided by the Borrower. The written agreement on extension shall provide
        a new
        term of the loans. 

      


      
        	
                6.

              	
                Conditions
                  Precedent on Extending Credit
                  Facility:  

              


      

       

      The
        obligation of the Lender to extend any credit facility under this Agreement
        is
        subject to the satisfaction of the following conditions by the Borrower:
        

      


      
        	 	
                6.1

              	
                Submit
                  an application for the specific type of loan to the Lender before
                  the
                  expiration date of the Agreement under Section
                  5;

              


      

       

      
        	 	
                6.2

              	
                Reserve
                  and execute relevant corporate documents, record, seal, lists of
                  personnel, sample of signature relevant to this Agreement and the
                  Separate
                  Agreements;

              


      

       

      
        	 	
                6.3

              	
                Set
                  up accounts necessary for drawing credit facility as required by
                  the
                  Lender; 

              


      

       

      
        	 	
                6.4

              	
                Complete
                  all necessary legal and administrative procedures and submit to
                  the Lender
                  copies or appropriate photocopies of documents concerned. In case
                  these formalities shall be performed by the Lender according to
                  the
                  stipulations of laws and regulations, the Borrower agrees to provide
                  all
                  necessary assistance;

              


      

       

      
        	 	
                6.5

              	
                Satisfy
                  the conditions precedent as specified in the Separate
                  Agreements;

              


      

       

      
        	 	
                6.6

              	
                Provide
                  deposit or execute the security agreement required by the Lender;
                  and

              


      

       

      
        	 	
                6.7

              	
                Agree
                  to make presentation and warranty under Section 10 of this
                  Agreement.

              


      

       

      
        	 	
                6.8

              	
                Other
                  conditions deemed necessary by the
                  Lender.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                7.

              	
                Obligations
                  of the Lender 

              


      

       

      Pursuant
        to the Agreement and respective Separate Agreements, promptly process
        applications for loans from the Borrower. 

      


      
        	
                8.

              	
                Obligations
                  of the Borrower

              


      

       

      
        	 	
                8.1

              	
                Timely
                  payment of all necessary fees pursuant to this Agreement and respective
                  specific Separate Agreements;

              


      

       

      
        	 	
                8.2

              	
                Timely
                  provision of reserve in accordance with this Agreement and respective
                  specific Separate Agreements;

              


      

       

      
        	 	
                8.3

              	
                Timely
                  payment of all debts, including but not limited to, principals,
                  interests,
                  penalties and relevant fees pursuant to this Agreement and respective
                  specific Separate Agreements; and

              


      

       

      
        	 	
                8.4

              	
                Use
                  the loans obtained according to the use specified in this Agreement
                  and
                  respective specific Separate
                  Agreements.

              


      

       

      
        	
                9.

              	
                Security
                  Interest

              


      

       

      With
        respect to obligations arising from this Agreement and/or specific Separate
        Agreements, the Parties hereby agrees to adopt the following ways of
        guarantee:

       

      The
        Borrower provides mortgage to secure the fully payment of its obligation
        under
        the Agreement and signs the Agreement on Mortgage of the Highest Amount under
        documentation 2007
        Jin Zhong Ying Tie Ya No. 001;

       

      If
        the
        Lender believes that the occurrence of certain events could adversely affect
        the
        capacity of the Borrower or the Mortgagor to perform the Agreement or result
        in
        insufficiency of collateral, the Lender shall have the right to request the
        Borrower to provide additional collaterals to secure the Lender’s
        interests.

       

      
        	
                10.

              	
                 Representations
                  and Warranties

              


      

       

      
        	 	
                10.1

              	
                The
                  Borrower is a duly organized, validly existing enterprise legal
                  person and
                  in good standing under Chinese laws, has duly gone through the
                  industrial
                  and commercial registration formalities, has all necessary power
                  and the
                  performance of this Agreement and respective specific Separate
                  Agreements
                  is within the Borrower’s powers;

              


      

       

      
        	 	
                10.2

              	
                Execution
                  and performance of this Agreement and respective specific Separate
                  Agreements are based on the true expression of intention of the
                  Borrower.
                  The Borrower has obtained all lawful and valid corporate authorization
                  in
                  accordance with its articles of association or other internal rules
                  and
                  regulations. The execution and performance of this Agreement and
                  respective specific Separate Agreements will not violate any agreements,
                  contracts and other legal documents which have legal binding effect
                  on the
                  Borrower; 

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	 	
                10.3

              	
                All
                  documents, financial statements, and other materials provided by
                  the
                  Borrower to the Lender pursuant to this Agreement and specific
                  Separate
                  Agreements are true, complete, accurate and
                  valid;

              


      

       

      
        	 	
                10.4

              	
                The
                  transaction for which the Borrower applies for loans from the Lender
                  is
                  true and legitimate, not for any illegal purposes, such as money
                  laundry.
                  That the Borrower provides with the Lender any documents can not
                  be deemed
                  that the Lender is liable for reviewing the truth and legitimacy
                  of the
                  transactions in which the Borrower is
                  engaging;

              


      

       

      
        	 	
                10.5

              	
                The
                  Borrower has not disguised any events which will affect the financial
                  status and performance capabilities of the Borrower and the
                  mortgagor;

              


      

       

      
        	 	
                10.6

              	
                 The
                  Borrower hereby warrants:

              


      

       

      
        	 	
                (i)

              	
                To
                  provide the Lender with financial statements on a regular basis
                  (including, but limited to, annul, quarterly and monthly reports)
                  and
                  other related materials;

              


      

       

      
        	 	
                (ii)

              	
                To
                  accept and coordinate the examination and supervision by the Lender
                  to the
                  use of the loans and the production, operation and financial activities
                  of
                  the Borrower;

              


      

       

      
        	 	
                (iii)

              	
                To
                  immediately inform the Lender of any material change of the Borrower,
                  including but not limited to decrease of registered capital, transfer
                  of
                  material assets or equity, sealing up the collaterals, dissolution,
                  bankruptcy, etc., which would affect the Borrower’s financial status or
                  capability to perform its obligations pursuant to this Agreement;
                  

              


      

       

      
        	 	
                (iv)

              	
                Not
                  to enter into any division, merger, acquisition, reorganizes, contracting,
                  or joint venture or cooperation with foreign investors, etc. without
                  written consent from the
                  Lender; and

              


      

       

      
        	 	
                (v)

              	
                Any
                  matter not covered by this Agreement, the Borrower agrees to handle
                  them
                  according to international practice and the relevant provisions
                  of the
                  Lender.

              


      

       

      
        	
                11.

              	
                Adjustment
                  or Termination of the Line of
                  Credit

              


      

       

      The
        Lender shall have the right to adjust or terminate the line of credit at
        any
        time within the term of this Agreement, if any of the following events
        occurs:

       

      
        	 	
                11.1

              	
                Occurrence
                  of Events of Default under Section
                  12;

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	 	
                11.2

              	
                The
                  Lender believes there is material negative news with regard to
                  the market
                  or of the industry that the Borrower is engaged
                  in;

              


      

       

      
        	 	
                11.3

              	
                The
                  Lender believes that certain restrictive policies or laws enacted
                  by the
                  domestic government, foreign governments or international organizations
                  have or could have material adverse impact on the industry that
                  the
                  Borrower is engaged in. 

              


      

       

      
        	
                12.

              	
                Events
                  of Default

              


      

       

      
        	 	
                12.1

              	
                The
                  occurrence of any of the following will constitute an Event of
                  Default by
                  the Borrower:

              


      

       

      
        	 	
                (i)

              	
                The
                  Borrower fails to make the payment when the payment is due under
                  this
                  Agreement and any other specific Separate
                  Agreements;  

              


      

       

      
        	 	
                (ii)

              	
                The
                  Borrower fails to provide reserves in accordance with this Agreement
                  and
                  any other specific Separate
                  Agreements;  

              


      

       

      
        	 	
                (iii)

              	
                The
                  Borrower uses the proceeds of the loan for purposes outside of
                  the scope
                  as agreed upon by the Parties under this Agreement and specific
                  Separate
                  Agreements;

              


      

       

      
        	 	
                (iv)

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

              


      

       

      
        	 	
                (v)

              	
                The
                  Borrower breaches other obligations contained in this Agreement
                  and
                  specific Separate Agreements; and

              


      

       

      
        	 	
                (vi)

              	
                Occurrence
                  of an event of default under other agreements between the Borrower
                  and the
                  Lender.

              


      

       

      
        	 	
                12.2

              	
                 In
                  the event of 12.1, the Lender is entitled to take one or all of
                  following
                  actions:

              


      

       

      
        	 	
                (i)

              	
                Without
                  any prior notice to the Borrower, declare the principal of and
                  accrued
                  interest on the loans, and any other amount due under the specific
                  Separate Agreements due immediately and payable in
                  full; 

              


      

       

      
        	 	
                (ii)

              	
                Without
                  any prior notice to the Borrower, deduct payment (including principal,
                  interests, penalties, fees, etc.) due directly from any accounts
                  the
                  Borrower has with the Lender and other branches of Bank of
                  China; 

              


      

       

      
        	 	
                (iii)

              	
                Dispose
                  of the secured properties; and 

              


      

       

      
        	 	
                (iv)

              	
                Other
                  actions deemed necessary by the
                  Lender.  

              


      

       

      
        	
                13.

              	
                Change
                  of Exchange Rate - Borrower takes the risk of the change of exchange
                  rates.

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                14.

              	
                Others 

              


      

       

      
        	 	
                14.1

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

              


      

       

      
        	 	
                14.2

              	
                The
                  Borrower acknowledges that Lender is entitled to assign and delegate
                  its
                  rights or obligations under this Agreement to other branches of
                  Bank of
                  China if necessary. Upon the Lender’s authorization, any other branch of
                  Bank of China is entitled to all rights under this Agreement, including
                  but not limited to, the right to file claims with a court or submit
                  disputes under this Agreement to certain arbitral institutions.
                  The
                  Borrower waives to make any objections to litigation or arbitration
                  qualification of other branches of Bank of
                  China.

              


      

       

      
        	 	
                14.3

              	
                This
                  Agreement shall have legal binding effects on the lawful successors
                  and
                  assignees of both Parties on condition that other stipulations
                  under this
                  Agreement are not affected. 

              


      

       

      
        	
                15.

              	
                Reservation

              


      

       

      
        	 	
                15.1

              	
                Failure
                  to exercise any rights under this Agreement or require the Borrower
                  to
                  perform any obligations by the Lender does not constitute the Lender’s
                  waiver or exemption of such rights or obligations, nor constitute
                  the
                  Lender’s waiver or exemption of any other rights or any other obligations
                  of the Borrower under this Agreement.


              


      

       

      
        	 	
                15.2

              	
                Any
                  tolerance, extension or delay to execute the rights under this
                  Agreement
                  by the Lender shall not affect any enjoyable rights of the Lender
                  under
                  this Agreement and other laws and regulations, nor be deemed a
                  waiver of
                  the aforesaid rights of the Lender.

              


      

       

      
        	
                16.

              	
                Amendment,
                  Termination and Interpretation of
                  Contract

              


      

       

      
        	 	
                16.1

              	
                Unless
                  otherwise stipulated in this 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.

              


      

       

      
        	 	
                16.2

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

              


      

       

      
        	
                17.

              	
                Dispute
                  Settlement

              


      

       

      
        	 	
                17.1

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

              


      

       

      
        	 	
                17.2

              	
                Any
                  disputes, which cannot be settled through consultation, shall be
                  adjudicated by the court in the jurisdiction where the Lender or
                  the
                  branch of Bank of China that exercises the rights and obligations
                  under
                  this Agreement domiciles. 

              


      

       

      
        	
                18.

              	
                Notarization:
                  no notarization is required under the
                  Agreement.

              


      

       

      
        	
                19.

              	
                Effectiveness
                  of the Agreement 

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      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.

       

      
        	
                20.

              	
                Special
                  Note

              


      

       

      The
        Parties have conducted sufficient negotiations on the terms of this Agreement
        and other specific Separate Agreements. 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. 


    
       

       

      
        	
                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 

              


      

       

      
        
           

        

        
          7