AGREEMENT
OF AMENDMENT OF ELECTRICAL POWER AGREEMENTS

       

      THIS AGREEMENT OF AMENDMENT OF
ELECTRICAL AGREEMENTS (“Agreement”) is made as of November 1, 2008 by
and among Greenpower Environment Technology (Shanghai) Co., Ltd., with a
registered address at Suite 3053, No. 227-231, Wuning Road, Shanghai, China
(“Party A”), Wuxi Huayang Electrical Power Equipment Co., Ltd., with a
registered address at No. 9 Yan Yu Zhong Road, Qianzhou Town, Wuxi, China
(“Party B”), and shareholders holding 100% outstanding shares of Party B (the
“Shareholders of Party B” or “Party C”). Party A, Party B and Party C are
referred to collectively in this Agreement as the “Parties.”

       

      WHEREAS, Party A, Party B and Party C
entered into a series of agreements, including Operating Agreement, Consulting
Services Agreement, Option Agreement, Equity Pledge Agreement and Proxy
Agreement, on October 12, 2007 (“Contractual Arrangements”); and

       

      WHEREAS, Parties desires to amend
Contractual Arrangements to extend the term of Contractual Arrangements to 20
years for good and valuable consideration as hereinafter set forth:

       

      NOW, THEREFORE, in consideration of the
mutual covenants, agreements, representations and warranties contained in this
Agreement, the parties hereto agree as follows:

       

      1.           Amendment of Operating
Agreement.  Upon the terms and subject to the conditions of
this Agreement, Parties agree to extend the term of Operating Agreement to 20
years and amend the Article 15 of Operating Agreement accordingly.

       

      2.           Amendment of Operating
Agreement.  Upon the terms and subject to the conditions of
this Agreement, Parties agrees to extend the term of Option Agreement to 20
years and amend the Article 5.2 of Option Agreement accordingly

       

      3.           Representations and
Warranties of Parties.  Each of parties represents and warrants
as follows:

       

      3.1           Power of
Party.  The party has full power and authority necessary to
enable it to execute this Agreement and to carry out the transactions
contemplated hereunder.

       

      3.2           No
Consents.  No authorizations, approvals or consents are
required to permit party to amend the Operating Agreement and Option Agreement,
and the aforesaid amendments thereof shall not provide the parties to the
Agreement to terminate or nullify the Operating Agreement and Option
Agreement.

       

      3.3           No
Breach.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not
constitute a breach or conflict with any of the terms of Contractual
Arrangements.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3.4           Full Force and
Effect.  All of the Contractual Arrangements are in full force
and effect, and there is no basis to terminate any of the Contractual
Arrangements prior to the term thereof as specified in the
Contracts.

       

      
        4.           Miscellaneous.

      

       

      4.1           Entire
Agreement.  This Agreement and any collateral agreement
executed in connection with the consummation of the transactions contemplated
herein contain the entire agreement among the parties with respect to the
subject matter hereof and related transactions, and supersede all prior
agreements, written or oral, with respect thereto.

       

      4.2           Waivers and
Amendments.  This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance.

       

      4.3           Governing
Law.  This Agreement shall be governed and construed in
accordance with the PRC Law.

       

      4.4           Headings.  The
headings in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

       

      4.5           Severability.  If
any term or provision of this Agreement, or the application thereof to any
person or circumstance shall, to any extent, be determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this
Agreement or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by
law.


      
        
           


        

        
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      [SIGNATURE
PAGE]

      


      IN
WITNESS WHEREOF, the parties hereof have caused this Agreement to
be executed by their duly authorized representatives as of the date first
written above.

       

      
        
          
            
              
                
                  
                    
                      	
                              PARTY
      A:      

                            	
                              Greenpower
      Environment Technology (Shanghai) Co., Ltd.

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              Legal/Authorized
      Representative:    

                            	/s/
      WU Jianhua	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              Name:

                            	 
      	
                              WU
      Jianhua

                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              Title:  

                            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                              PARTY
      B:

                            	
                              Wuxi
      Huayang Electricity Power Equipment Co., Ltd.

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              Legal/Authorized
      Representative:

                            	/s/
      TANG Lihua	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              Name:

                            	 
      	
                              TANG
      Lihua

                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      	 
      


                    

                  

                

              

            

          

        

      


      
        
           


        

        
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      SIGNATURE PAGE FOR
SHAREHOLDERS OF PARTY B

      


      SHAREHOLDERS
OF PARTY B:

      


      
        
          
            
              
                	/s/
      TANG Lihua	 
      
	
                        TANG
      Lihua

                      	 
      
	
                        ID
      card No.:

                      
	
                        owns
      60% shares of Wuxi Huayang Electricity Power Equipment Co.,
      Ltd.

                      
	 
      	 
      
	/s/
      WU Haoyang	 
      
	
                        WU
      Haoyang

                      	 
      
	
                        ID
      card No.:

                      
	
                        owns
      30% shares of Wuxi Huayang Electricity Power Equipment Co.,
      Ltd.

                      
	 
      	 
      
	
                        Wuxi
      Huayang Dye Machine Co., Ltd.

                      	 
      
	 
      	 
      	 
      
	
                        By:

                      	
                        /s/
      WU Jianhua

                      	 
      
	
                        Executive
      Director/Legal Representative WU Jianhua

                      
	
                        owns
      10% shares of Wuxi Huayang Electricity Power Equipment Co.,
      Ltd.

                      


              

            

          

        

      


      
        
           


        

        
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