THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED,
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

    


    PROMISSORY
NOTE

    


    
      
        
          
            	
                    No.
      N-__

                  	
                    Date
      of Issuance

                  
	 	 
	
                    US
      $335,000

                  	
                    May
      6, 2009

                  


          

        

      

    

    


    FOR VALUE
RECEIVED, Excel Profit Global Group Limited, a British Virgin Islands
corporation (the “Company”), hereby promises to pay Chen Dong (the “Lender”),
the principal sum of Three Hundred Thirty Five Thousand United States Dollars
(US$335,000), with no interest (this “Note”).  This Note is issued in
connection with that certain Share Exchange Agreement dated March 3, 2009, as
amended on May 6, 2009 (the “Exchange Agreement”), by and among the Company,
China Electric Motor, Inc. (formerly known as SRKP 21, Inc.), a Delaware
corporation (“China Electric”), Attainment Holdings Limited, a British Virgin
Islands corporation (“Attainment”), and the designees listed on Schedule I of
the Exchange Agreement (the “Designees”).  The principal shall be due
and payable by the Company on or before the earlier of (a) six (6) months from
the date of issuance of this Note or (b) upon the receipt by China Electric of
at least $1 million in the Equity Financing, excluding the amounts received in
the Equity Financing as of the date of this Note (the “Maturity
Date”).  Capitalized terms used but not defined herein shall have the
meanings given to them in the Exchange Agreement.

     

    1.           Payment.  All
payments shall be made in lawful money of the United States of America at the
principal office of the Company, or at such other place as the holder hereof may
from time to time designate in writing to the Company.  Payment shall
be credited first to Costs (as defined below), if any, and any remainder applied
to principal.  The Company hereby waives demand, notice, presentment,
protest and notice of dishonor.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    2.           Usury.  It is the
intention of the parties hereto to strictly comply with all applicable usury
laws.  Accordingly, notwithstanding any provisions to the contrary in
this Note, or in any of the documents securing payment hereof or otherwise
relating hereto, in no event shall this Note or such documents be construed to
contract for, charge, or permit a receipt of interest in excess of the maximum
amount permitted by applicable law.  If any such excess interest is
contracted for, charged, or received under this Note or under the terms of any
of the documents securing payment hereof or otherwise relating hereto, or in the
event the maturity of the indebtedness evidenced by this Note is accelerated in
whole or in part, or in the event that all or part of the principal or interest
of this Note shall be prepaid, so that under any of such circumstances the
amount of interest contracted for, charged, or received under this Note or under
any of the instruments securing payment hereof shall exceed the maximum rate of
interest permitted by law, then, in such event (i) neither the Company nor its
successors or assigns, or any other party liable for the payment hereof shall be
obligated to pay the amount of such interest to the extent that it is in the
excess of the maximum permitted by law; and (ii) any such excess shall be deemed
a mistake and canceled automatically, and, if theretofore paid, shall, at the
option of the holder of this Note, be refunded to the Company or applied as a
credit against the then unpaid principal amount hereof, and (iii) the effective
rate of interest shall be automatically reduced to the maximum contract rate
allowed under such laws as now or hereafter construed by the court of
appropriate jurisdiction, and, to the extent permitted by law, determination of
the rate of interest shall be made by amortizing, prorating, allocating, and
spreading in equal parts during the period of the fully stated term of the loan
evidenced hereby all interest at any time contracted for, charged, or received
from the Company in connection with the loan evidenced by this
Note.

     

    3.           Waiver
and Amendment.  Any provision of
this Note may be amended, waived or modified upon the written consent of the
Company and the Lender.

     

    4.           Notices.  Any notice,
request or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by registered or certified mail, postage prepaid, or by recognized
overnight courier or personal delivery at the respective addresses of the
parties as set forth below. Any party hereto may by notice so given change its
address for future notice hereunder. Notice shall conclusively be deemed to have
been given when received.

     

    If to the
Company:

    


    Excel
Profit Global Group Limited

    c/o Shenzhen Yuepengcheng Motor Co.,
Ltd.

    Sunna Motor Industry Park

    Jian’an Fuyong Hi-Tech Park, Baoan
District

    Shenzhen, Guangdong

    People’s Republic of China

    Attention:  Yue
Wang

    Fax:
[(__)
__________]

    


    If to the
Lender:

    


    Chen Dong

    [INSERT
ADDRESS]

    Fax: [(___]
_________]

    


    5.           Successors
and Assigns.  This Note applies to, inures to the benefit of,
and binds the successors and assigns of the parties hereto; provided, however,
that the Company may not assign its obligations under this Note without the
written consent of the Lender.  The Lender and any subsequent holder
of this Note receives this Note subject to the foregoing terms and conditions,
and agrees to comply with the foregoing terms and conditions for the benefit of
the Company and any other Lenders.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    6.           Officers
and Directors Not Liable.  In no event shall any officer or
director of the Company be liable for any amounts due and payable pursuant to
this Note.

     

    7.           Expenses.  The
Company hereby agrees, subject only to any limitation imposed by applicable law,
to pay all expenses, including reasonable attorneys’ fees and legal expenses,
incurred by the holder of this Note (“Costs”) in endeavoring to collect any
amounts payable hereunder which are not paid when due, whether by declaration or
otherwise.  The Company agrees that any delay on the part of the
holder in exercising any rights hereunder will not operate as a waiver of such
rights.  The holder of this Note shall not by any act, delay, omission
or otherwise be deemed to have waived any of its rights or remedies, and no
waiver of any kind shall be valid unless in writing and signed by the party or
parties waiving such rights or remedies.

     

    8.           Governing
Law.  This Note and all actions arising out of or in connection
with this Note shall be governed by and construed in accordance with the laws of
the State of Delaware, without regard to the conflicts of law provisions of the
State of Delaware, or of any other state.

     

    9.           Approval.  The
Company hereby represents that its board of directors, in the exercise of its
fiduciary duty, has approved the Company’s execution of this Note based upon a
reasonable belief that the principal provided hereunder is appropriate for the
Company after reasonable inquiry concerning the Company’s financing objectives
and financial situation.  In addition, the Company hereby represents
that it intends to use the principal of this Note primarily for the operations
of its business, and not for any personal, family or household
purpose.

     

    10.           Waiver.  THE
COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY
HAVE TO A TRIAL BY JURY OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY RELATING HERETO OR THERETO.  THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDER ACCEPTING THIS NOTE.

    


    
      
        
          
            	
                    Excel
      Profit Global Group Limited

                  
	 
	
                    By:

                  	
                    /s/ Li JianRong

                  
	
                    Name:

                  	
                    Li
      JianRong

                  
	
                    Title:

                  	
                    Director
      of the Board

                  


          

        

      

    


    
      
         


      

      
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