Guaranty
Contract of Maximum Amount


No.:
050203A Account Guarantee Agreement Issued in 2008 by (Shenzhen Buji Subbranch)
Bank of China





Guarantor:____________________________


No of
business license/ID No:____________________________


Legal
Representative/Person in Charge:/


Residential
Address:____________________________


Post
Code:____________________________


Related
Bank of Opening and Account Number:/


Phone:____________________________
Fax:____________________________





Party B:
Shenzhen Buji Subbranch of Bank of China Limited


Legal
Representative/Person in Charge:Jiang
Guoliang


Residential
Address: No 108,
Phuket Road, Phuket Town, Longgang District,
Shenzhen


Phone:28274825 Fax:28270847


Post
Code: 518112





In order
to ensure that the liabilities described in Article I of the contract can be
performed, the guarantor is ready to provide the creditor with assurance. This
contract is established based on the equal negotiation between the two sides.
Otherwise additional agreements, explanations of clauses in this contract shall
depend on the main contract.





Article
I Main Contract


Main
contract of the contract is as follows:


The
creditor with the debtor, Shenzhen Highpower
Technology Co., Ltd.signed the Agreement of Line of Credit
numbered050203A
Account Guarantee Agreement Issued in 2008 by (Shenzhen Buji Subbranch) Bank of
Chinaand the single agreements that have been signed or to be signed
based on this agreement, and revisions or supplements are agreed to belong to
the main contract of this contract.





Article
II Principal Creditor’s Rights and Its Valid Period


Besides
the valid period defined by law or agreements, in the following periods the
creditor’s rights actually working under the main contract construct the
principal creditor’s rights of the contract:


From the
day when Agreement of Line of
Creditmentioned in Article I comes into force to the day when the line
of credit defined in the agreement and its revisions or supplements
expires.





Article
III Guaranteed Highest Amount of Credit


1.
              Principal
      balance of the guaranteed highest amount of credit in this contract
      is:
                
                Type of currency:RMB       .




Amount:
      (in capital):
            THIRTY SIX MILLION
      THREE HUNDRED SIXTY THOUSAND




(in
      figure):
            RMB
      36,360,000.00










2.
            On
      the day when the principal creditor’s rights defined in Article II come to
      the end, if what is defined to belong to the guaranteed principal
      creditor’s right in the contract, then the resulting interest (including
      legal interest, contract interest, compound interest, default interest),
      penalty sum, claim for damages, cost for realizing creditor’s rights
      (including but not limit to court cost, attorney fee, notarial fee,
      executive fee, etc) based on the principal creditor’s right, loss to the
      creditor caused by the debtor’s breach and other payable costs all belong
      to the guaranteed creditor’s rights, specific amount of which shall be
      determined when being paid.







The
summation of the creditor’s rights defined according to the above two articles
is the guaranteed highest amount of credit of the contract.





Article
IV Guaranteeing Modes


The
guaranteeing mode of this contract is No.1of the
followings:


1.
            Guaranteed
      with responsibilities;


2.
            General
      guaranty.





Article
V Occurrence of Guaranteeing Responsibilities


If the
debtor does not clean off the debt to the creditor on any normal paying day or
advanced day for paying under the main contract, the creditor observes the right
to ask the guarantor to bear the guaranteeing responsibilities.


The
normal paying day referred in the above article means the day of principal
repayments, interest paying day agreed in the main contract or the time when the
debtor shall pay any fund to the creditor according to the contract. The
advanced paying day mentioned in the above article refers to the paying day put
forward by the debtor and agreed by the creditor the paying time in which the
creditor requests the debtor to clear off the principal and interest or any
other found ahead of time in line with the contract or certain
agreement.


In case
the main liabilities consists of other collaterals or guarantees besides that of
the contract, it does not affect the creditor’s any right and performance under
the contract and the guarantor shall not defend the creditor for this
reason.





Article
VI Guaranteeing Period


The
guaranteeing period of the contract is within two years since the expiring date
of occurrence period of the principal liabilities specified in Article II of the
contract.


During
the guaranteeing period, the creditor has the right to require the guarantor to
bear the guaranteeing responsibilities for all or part of, a number of or
single, together or individual principal creditor’s rights.





Article
VII Suit Time Effect of Guaranteeing Liabilities


If the
creditor is not repaid under the mode of guaranteeing with responsibilities and
the creditor requests the guarantor to bear guaranteeing responsibilities before
the expiring date of the guaranteeing period specified in Article VI of the
contract, then since the day when the creditor asks the guarantor to bear
guaranteeing responsibilities, the guaranteeing liabilities shall start to be
calculated and the time effect of suit is workable.


Under the
general guaranteeing mode, if the creditor suits the debtor or applies
arbitration before the expiring date of the guaranteeing period specified in
Article VI of the contract, then from the date of entry into force of
adjudication or judgment of arbitration, the guaranteeing liabilities shall
start to be calculated and the time effect of suit is workable.








Article
VIII Relationship between the Contract and the Main Contract


If the
main contract contains Agreement of Line of Credit or
General Agreement of Loan Business,inwhich the service life
of line of credit and the clause of partnership are extended, the written
approval of the guarantor is hereby needed; if the guarantor does not agree or
rejects, the guarantor only bears the guaranteeing responsibilities for the
principal creditor's rights occurring in the service life of the original line
of credit or the clause of partnership of the business within the guaranteed
highest amount of credit specified in Article III of the contract and the
guaranteeing period is also the original one.


As for
modifications of the other contents or matters of Agreement of Line of Credit or
General Agreement of Loan Business, modifications of the single-agreement
under them or of single main contract, the approval of the guarantor is
unnecessary, and the guarantor also bears the guaranteeing responsibilities of
the modified main contract within the guaranteed highest amount of credit
specified in Article III of the contract.


In case
the creditor and the guarantor reach a consensus through consultation, the
guaranteed highest amount of credit specified in Article III of the contract can
be modified in the form of writing.


If the
creditor entrusts China Bank Limited or other banks to carry out all or part of
the rights and obligations under the main contract or transfers the principal
creditor’s right to a third party, it is unnecessary to get the guarantor’s
approval and the guaranteeing responsibilities of the guarantor shall not be
reduced or exempted for this reason.





Article
IX Declaration and Commitment


The
guarantor made the following declarations and commitments:


1.
            The
      guarantor shall register by law and carry out legal duration, process
      absolute capacity for private rights and capacity for action required to
      sign and implement the contract;


2.
            The
      guarantor thoroughly understands the content of the main content, so
      signing and implementing the contract is the guarantor’s genuine
      intention, for which the guarantor has got the legal and effective
      authorization in line with the statute or regulations of other internal
      administrative documents.
                If
      a company as the guarantor providing the guaranty, it has been passed by
      the resolution on the board of directors or board of shareholders, general
      meeting of stockholders according to the regulations of the company
      statute; when the guaranteed total amount and the single guaranteed amount
      are limited in the company statute, the guaranteed amount under the
      contract is not beyond the specified limitation.
                Signing
      and implementation of the contract shall not violate any contract,
      agreement or other law documents which have restricting power to the
      guarantor;


3.
            All
      the documents and data provided for the creditor by the guarantor shall be
      accurate, true, complete and
effective;


4.
            The
      guarantor shall receive supervision and inspection carried out by the
      creditor as to production, operation and finance situation, and provide
      help and cooperation;


5.
            The
      guarantor does not hide the heavy debts bearing since the signing date of
      the contract to the creditor;


6.
            If
      the followings possibly affecting the finance and capacity to perform the
      contract of the guarantor occur, including but not limit to any forms of
      changes in schism, amalgamation, joint operation, cooperation with foreign
      business, cooperation, contract operation, recombination,
      reform,  planned going to market, reduction of registered
      capital, grand capital or share holding transfer, bearing heavy debts,
      disbandment, revocation, forced into bankruptcy, etc or being involved in
      important lawsuits or arbitrations, the guarantor shall timely inform the
      creditor.








Article
X Disclose of the Involved Parties and Involved Transactions inside the Group of
the Guarantor


Both
sides agree to apply No1 clause mentioned
below:


1.
            The
      guarantor does not belong to the customer group defined by the creditor in
      line with Guidelines for
      the Risk Management by Commercial Banks for Granting Credit to Customer
      Groups, short forGuidelines.


2.
            The
      guarantor belongs to the customer group defined by the creditor based on
      Guidelines. The
      guarantor shall in line with Article XVII of Guidelines timely report to
      the creditor more than 10percent of the involved transaction, including
      the related relationship of the transaction parties, transaction clauses,
      nature, amount or related ratio and pricing policy (including transactions
      with zero amount or symbolic
amount).





Article
XI Events of Default and Handling


One of
the following events constitutes or can be considered as the guarantor’s default
of the contract:


1.
            The
      guarantor does not timely perform the guaranteeing responsibilities
      according to the agreement of the
contract;


2.
            The
      declarations made in the contract are not true or breach the commitments
      made in the contract;


3.
            The
      event described in Clause 6 of Article IX occurs, having a strong impact
      on the finance and capacity to perform the contract of the
      guarantor;


4.
            The
      guarantor terminates operation or events of disbandment, revocation and
      bankrupt occur;


5.
            The
      guarantor violates other agreements relating to rights and obligations of
      litigants;


6.
            The
      guarantor has other events of default under the contract with the creditor
      or Bank of China Limited or other
banks.


When the
events of default specified in the above clauses appear, the creditor has the
right to separately or simultaneously take the following actions as the case
maybe:


1.
            Require
      the guarantor to correct the breach within a limited
  time;


2.
            Wholly
      or partly scale down, suspend or terminate the guarantor’s line of
      credit;


3.
            Wholly
      or partly suspend or terminate other business applications of the
      guarantor under the contract; wholly or partly suspend or terminate the
      granting and handling of the non-granted credit and non-handled trade
      financing;


4.
            Announce
      that the whole or part of the guarantor’s outstanding loan, interest on
      principal of trade financing and other payable fund under the contract
      become immediately due;


5.
            Terminate
      or cancel the contract, and wholly or partly terminate or cancel other
      contracts between the guarantor and the
  creditor;


6.
            Require
      the guarantor to compensate the loss of the creditor caused by the
      breach;


7.
            The
      creditor only needs the advance notice or post notice to deduct the fund
      from the guarantor’s account opened at the creditor’s side to wholly or
      partly clear off the guarantor’s debt to the creditor. The undue funds in
      the account shall be considered to be due ahead of time. In case the
      currency type of the account is different from the creditor’s money of
      account, the deduction is in line with the exchange rate of the foreign
      exchange sale and purchase.









8.
            Other
      actions that the creditor considers
necessary.




Article
XII Reservation of Right


If one
party does not exercise all or part of the rights under the contract, or does
not require the other to exercise, bear part of or all the obligations,
responsibilities, it shall not mean the party gives up the rights or exempts
from the obligations, responsibilities.


If one
party allows any tolerance, extension and delay in implementing the rights under
the contract upon the other party, it shall not affect the party to process any
right in line with the contract, related law and regulations, and it also shall
not considered giving up the right.





Article
XIII Modification, Revision and Termination


The
contract agreed by both parties shall be modified and revised in the form of
writing, and any modification and revision shall become the inseparable part of
the contract.


Otherwise
it is additionally specified by law or regulations or agreed by the litigants,
the contract shall not terminate before all the involved rights and obligations
are completely performed.


Otherwise
it is additionally specified by law or regulations or agreed by the litigants
invalidity of any clause of the contract has no impact on the legal force of
other clauses of the contract.





Article
XIV Application of Law and Dispute Resolution


Laws of
the People's Republic of China apply to the contract.


As for
all the controversies, disputes resulted in the contract shall be resolved
through negotiation of both parties, if failure, then the both parties shall
adopt the resolution of disputes in line with the agreement in the main
contract.


During
the resolving period, if the dispute has no impact on the implementing of other
clauses, other clauses shall continue to be performed.





Article
XV Costs


Otherwise
it is additionally specified by law or regulations or agreed by the litigants,
costs (including attorney fee) resulted in the establishment, performance and
dispute resolution of the contract shall be born by the guarantor.





Article
XVI Appendix


Appendixes
conformed by both parties shall become the inseparable part of the contract,
sharing the same legal force with the contract.





Article
XVII Other Agreement


1.
            Without
      the written approval of the creditor, the guarantor shall not transfer any
      right, obligation to a third party;


2.
            If
      the creditor entrusts the Bank of China Limited or other banks to
      implement the rights and obligations of the contract because of business
      need, the guarantor shall approve this, so the Bank of China Limited or
      other banks entrusted by the creditor observes the right to implement all
      the rights of the contract and lodge a complaint to the court or submit to
      the arbitration agency for adjudication as to the disputes resulting in
      the contract;







3.
            In
      case other agreements of contract are not affected, the contract has the
      same legal force to the both parties, the generated successors by law and
      transferees;


4.
            Otherwise
      there is additional agreement, the residential address named herein by
      both parties shall be the mailing address and contact address, for which
      both parties shall promise to timely inform the other party in case the
      mailing address or contact address is
changed;


5.
            Titles
      and business names in the contract are only adopted out of convenience,
      which shall not be used to explain the clause contents and rights,
      obligations of the litigants.





Article
XVIII Entry into Force of the Contract


This
contract shall take effect since being signed and sealed by legal
representatives, persons in charge and the entrusted signer of both
parties.


This
contract is in triplicate, and Party
A has one,
Party B has one, all of which are
of the same effect.





Guarantor:
____________________________


Creditor:
Shenzhen Buji
Subbranch,Bank of Bank of China
Limited


Authorized
Signatory: ___________________     Authorized
Signatory:/s/ Jiang
Guoliang






November 28,
2008                       November 28,
2008








[INFORMATION
FOR PURPOSES OF FILING WITH THE SECURITIES AND


EXCHANGE
COMMISSION]





SCHEDULE
A





GUARANTORS
WHO ENTERED INTO THE GUARANTY CONTRACT OF MAXIMUM AMOUNT




·
            Dang
      Yu Pan





·
            Wen
      Wei Ma





·
            Wen
      Liang Li





·
            Spring
      Power Technology (Shenzhen) Co., Ltd.; executed by Dang Yu Pan as legal
      representative