Contract
of Guarantee




Contract
No.: [     ]




Guarantor
(Party A): [Zhejiang Changxing Chisen Xinguangyuan Co., Ltd.]




Number of
the Business License: [33052200009387]




Domicile:
[Changxing County Economic Development Zone, Zhejiang]   Zip
Code: [313100]




Legal
Representative: [XU Keyong]




Opening
Financial Institution: [Bank of China]




Bank
Account No.: [144524008093001]




Tel.:
[05726029148]                                          
                  
        Facsimile:
[05726030427]




Lender
(Party B): CITIC Trust Co., Ltd.




Domicile:
13/F Jingcheng Plaza Xinyuan South Road 6, Chaoyang Dist.,
Beijing   Zip Code: 100004




Legal
Representative: JU Weimin




Opening
Financial Institution: [Zhejiang Branch, Bank of China]




Bank
Account No.: [800139424008027001]




Tel.:
[010-84861065]                                                                      Facsimile:
[010-84861856]




In order
to ensure the performance of the Trust Loan Contract entered into by and between
[Changxing Chisen Electric Co., Ltd.] (hereinafter “Borrower”) and Party B with
the number [P2009M17ZJZH00012F14-0081-2] (hereinafter the “Master Contract”) and
guarantee the fulfillment of the Lender’s right of Party B, Party A is willing
to provide guarantee for the debts of Borrower under the Master Contract. Party
A and Party B hereby agree as follows through negotiations for mutual
compliance.




Article
1 Basics of the Principal Lender’s Rights




Lender
grants a credit loan with the amount of Renminbi Forty Million(in
numbers: RMB40,000,000.00),
which shall be used by Borrower for production and
operations, with the term of 1 year, and the loan interest rate
5.31%.




Article
2 Scope of Guarantee




The scope
of guarantee herein is [all the debts under the Master Contract, including, but
not limited to, all the principal, the interest (including the compound interest
and penalty interest), liquidated damage, damages, other amount that Borrower
shall pay to Party B (including, but not limited to, the related handling
charge, communication fee, miscellaneous fees, etc.), the fees incurred to Party
B arising from the fulfillment of the Lender’s right and guarantee right
(including, but not limited to, litigation fees, arbitration fees, fees for
preservation of properties, travelling expenses, enforcement fees, appraisal
fees, auction fees, public notarization fees, service fees, public announcement
fees and attorney’s fees).




Article3
Modes of Guarantee




The
guarantee provided by Party A hereunder shall be a guarantee with the joint and
several liabilities.









Article
4 Term of Guarantee




The Term
of Guarantee hereunder shall be two years as from the effectiveness date of this
Contract until the expiration date of the term for fulfilling the debt under the
Master Contract. Where the term of the debt is extended, subject to the consent
of Guarantor, the Term of Guarantee shall last for the two years as from the
expiration date of the term for fulfilling the debt as stipulated in the
extension agreement. Provided that Party B announces to advance the maturity of
the debt pursuant to the Master Contract, the Term of Guarantee shall last for
the two years as from the date of the earlier maturity of the debt announced by
Party B. In the event that the debt under the Master Contract is fulfilled on
installments, then with respect to each debt, the Term of Guarantee shall be two
years as from the expiration date of the term for fulfilling the last
debt.




Article
5 Independence of the Guarantee Contract




The
validity of this Contract is independent from the Master Contract. Failure of
the Master Contract to be established or effective or invalidity, partial
invalidity or revocation or rescission thereof shall not affect the
effectiveness of this Contract. If the Master Contract is determined as not
established or effective, invalid or partially invalid, or revoked or rescinded,
Party A shall be jointly and severally liable for the debts arising from
Borrower returning the property or compensating the losses.




Provided
that any clause hereof or part of the contents thereof becomes or will become
invalid, such invalid clause or part shall not affect the validity of this
Contract, other clauses hereof or other contents of this clause.




Article
6 Change of the Master Contract




6.1 If
Party B and the Borrower agree to modify the clauses of the Master Contract
(including but not limited to the change to the currency of repayment, repayment
method, loan bank account number, repayment bank account number, plan of using
the loan, date of commencing the interest, date of ending the interest, change
to the starting date and the ending date of the debt fulfillment term without
extending the term for fulfilling the debt), Party A agrees to hold a joint and
several liability for the changed debt under the Master Contract, without
separate consent of Party A.




Notwithstanding
the foregoing, without the prior consent of Party A, where Party B and Borrower
agree to extend the term for fulfilling the debt or increase the principal of
the Lender’s right, Party A shall only be jointly and severally liable, pursuant
to this Contract, for the debt under the Master Contract that has not been
changed.




6.2 The
guarantee liabilities of Party A shall not be mitigated or exempted due to any
one of the following events:




(1)   Restructuring,
consolidation, merger, division, increase or decrease of the registered capital,
joint venture, joint operation, change of the name of Party B or
Borrower;




(2)   Party
B entrusts a third party to fulfill its obligations under the Master
Contract.




6.3 Where
the transfer of Lender’s rights or debts under the Master Contract is
ineffective, invalid, revoked or rescinded, Party A shall still undertake a
joint and several guarantee liability to Party B as specified
herein.




6.4 Where
Party A fully transfers the debts under the Master Contract to a third party, it
shall inform Party A in writing immediately when the Lender’s right transfer
contract is entered into.




Article
7 Responsibility of Guarantee




7.1 If
the debts under the Master Contract matures or Party B announces the debts to be
mature in advance pursuant to the provisions of the Master Contract or the law,
where Borrower fails to fully repay the debts on time or Borrower violates other
provisions of the Master Contract, Party A shall immediately undertake the
guarantee liability within the Scope of Guarantee.




7.2 No
matter whether Party B has other guarantee for the debts under the Master
Contract (including but not limited to such guarantee modes: guarantee,
mortgage, pledge, letter of guarantee or standby letter of credit), no matter
when it is established, whether it is valid, whether Party B files a claim
against other guarantors, whether a third party agrees to undertake the whole or
partial debts under the Master Contract, or whether other guarantee is provided
by Borrower itself, the guarantee liability of Party A hereunder shall not be
mitigated or exempted, Party B may directly require Party A to undertake the
guarantee liability within its scope of guarantee as stipulated herein and Party
A shall not raise any objection.









7.3 In
the event that Party A only provides the guarantee for the partial debt under
the Master Contract, Party A agrees that, even if the debt under the Master
Contract is partially discharged due to the settlement of Borrower, Party B’s
fulfillment of other guarantee right or for any other reason, Party A shall
still undertake the guarantee liability for the debt that is not discharged
within the scope of the guarantee pursuant to this Contract.




7.4
Provided that Party A only provides the guarantee for the partial debt under the
Master Contract, and the debt under the Master Contract fails to be fully
settled after Party A undertakes the guarantee liability, Party A undertakes
that, its claims to the right of subrogation or the right to seek compensation
(including the advance exercise) against other borrower or guarantor shall not
cause any harm to the interest of Party B and agrees that the settlement of the
debts under the Master Contract is superior to the fulfillment of Party A’s
right of subrogation or the right to seek compensation.




To be
more specific, prior to the full settlement of Party B’s Lender’s
rights:




(1) Party
A agrees not to claim for the right of subrogation or the right to seek
compensation against other borrower or guarantor; if for any reason whatsoever,
Party A fulfils the above rights, the amount it obtains shall be first used to
settle the outstanding Lender’s right of Party B;




(2)
Provided that the debts under the Master Contract has a security for things,
Party A agrees not to file any claim for the security thing or the amount
obtained from the disposal thereof, which shall be first used to settle the
outstanding Lender’s right of Party B;




(3)
Provided that Borrower or other guarantor provides counter-guarantee for Party
A, the amount that Party A obtains based on the above counter-guarantee shall be
first used to settle the outstanding Lender’s right of Party B.




7.5 Party
A has been fully aware of the interest rate risks. Provided that Party B adjusts
the interest rate level, the method of calculating or settling the interests
pursuant to the provisions of the Master Contract or the change to the interest
policy of the State, which results in the increase of the interest, penalty
interest or compound interest that Borrower shall repay, Party A shall be
jointly and severally liable for the increased part.




Article
8 Other Obligations of Party A




8.1 Party
A shall supervise the use of the loan by Borrower (including the purposes), and
accept the supervision of Party B on the capital, property and operation status
of Party A, provide such information, documents and materials as the financial
statements according to the request of Party B and ensure its accuracy,
authenticity, integrity and validity thereof. Without the written consent of
Party B, Party A shall not provide guarantee for a third party that is beyond
its capacity;




8.2 In
case of any of the following: contracting, escrow (takeover), lease,
share-equity transformation, decrease of registered capital, investment, joint
operation, consolidation, merger, acquisition and restructuring, division, joint
venture, applying for or being applied for suspension of business for internal
rectification, applying for dissolution, being revoked, applying for or being
applied for bankruptcy, change to the controlling shareholder/actual controller
or transfer of major assets, production suspension, shut-down, being imposed a
significant amount of fines by the competent authority, being deregistered,
being revoked the business license, being involved in major legal dispute,
severe difficulties or financial deterioration occurred to production or
operation , legal representative or major responsible person unable to perform
the normal duties, or losing or probably losing the guarantee capacity for any
reason, Party A shall immediately inform Party B in writing and carry out the
undertaking, transfer or commitment of the guarantee liability hereunder or
provide a new guarantee for the performance of the Master Contract to be
acknowledged by Party B.




8.3 In
the event that there is any change to such aspects as the name, legal
representative (responsible person), domicile, scope of business, registered
capital or the articles of association of the company (enterprise) of Party A,
Party A shall inform Party B in writing within thirty (30) working days upon the
change and attach the related materials changed.




8.4
Within the term of this Contract, in the event that Party A provides any other
form of guarantee for a third party, it shall not damage the interest of Party
B; without the written consent of Party B, Party A shall not provided a
guarantee to a third party beyond its capacity.









Article
9 Representation and Warranty of Party A




Party A
makes the following representation and warranty to Party B:




9.1 Party
A is a legal person registered under the laws and regulations of the People’s
Republic of China. Until the date on which this Contract is signed, Party A is
in the status of normal operations and there is no factors, existing or
reasonably expected, that may result in the continual normal operation of Party
A during the Term of Guarantee.




9.2 Party
A acknowledges that it is fully aware of the status of Borrower’s assets, debts,
operation, credit and credibility, whether Borrower has the subject
qualification and authority to sign the Master Contract and all the contents of
the Master Contract.




9.3
Execution and performance of this Contract by Party A complies with the
provisions of the laws, regulations, rules and the articles of association and
internal constitutional documents of Party A and has already obtained the
approval of the company’s internal competent body and/or the State’s competent
authority. Any and all the liabilities arising from the lack of Party A in the
right to sign this Contract shall be undertaken by Party A, including but not
limited to full compensation for the losses that Party B suffered
thereby.




9.4 Any
documents, materials, statements and vouchers provided by Party A to Party B for
fulfilling the obligations hereunder are accurate, authentic, complete and
valid.




9.5 Apart
from the circumstances disclosed to Party B in writing, Party A fails to conceal
any event, already happened or bound to happen, that may result in the obvious
deterioration or loss of the guarantee capacity.




9.6 No
matter whether Party A has already or will enter into a counter-guarantee
agreement or an agreement alike with the Borrower under the Master Contract or
other guarantee, such agreement will not damage, by law or in fact, any right
and interest of Party B under this Contract.




9.7 Party
A agrees Party B to inquire about the credit status of Party A in the credit
database established under the approval of the People’s Bank of China or credit
competent authority or inquire the related entity or department and agrees Party
B to provide Party A’s information to the credit database established under the
approval of the People’s Bank of China or credit competent authority. Party A
further agrees that Party B may reasonably use or disclose Party A’s information
as required for the business needs.




9.8 With
respect to the defaults of Party A, Party B shall be entitled to notify the
related department or entity and to make public announcements for collection
through the news media.




9.9 Party
A has fully understood and agreed to all the clauses of the Master Contract and
is voluntarily willing to provide the guarantee for the Borrower of the Master
Contract and the meaning thereof under this Contract is true.




Article
10 Liability for Breach of Contract




10.1 In
the event that Party A violates any provision of this Contract or any statutory
obligation, or states, expressly or by its activities, that it fails to perform
any obligation hereunder, or any representation or warranty in Article 9 hereof
is untrue, inaccurate, complete or misleading, Party B may inform Party A to
rectify its breach in writing. In the event that Party A fails to rectify such
breaches within [5] working days as from the date that Party B sends the above
notice, Party A shall be entitled to exercise the following right, together or
separately:




(1) to
require Party A to rectify the breaches within the specified time
limit;




(2) to
require Party A to provide new guarantee;




(3) to
require Party A to compensate the loss;




(4) to
require Party A to pay the liquidated damages;




(5) other
remedies allowable by the law.




Because
Party A’s breach of this Contract results in the economic losses exceeding the
liquidated damages, Party A shall pay the damages to Party B with respect to the
exceeded part.




10.2 If
this Contract is held invalid due to Party A’s fault, Party A shall compensate
all the losses of Party B within the scope of guarantee.









10.3
Within the term of this Contract, in case of any of the following circumstances,
Party B shall be entitled to request Party A to undertake the guarantee
liability or take the corresponding legal measures against Party A, Party A’s
property or the property right of Party A:




(1) Where
the term for fulfilling the debt under the Master Contract expires, or the debt
under the Master Contract matures in advance pursuant to the provisions of the
law and regulation or the Master Contract or as agreed by the parties to the
Master Contract, Party B has not obtained the settlement;




(2) In
the event that a situation as specified in Article 8.2 occurs to Party A, Party
A fails to fulfill the assumption, transfer or success of the guarantee
liability under this Contract pursuant to the request of Party B or fails to
provide a new guarantee for the performance of the Master Contract that is
approved by Party B.




Article
11 Applicable Law and Settlement of Dispute




11.1 This
Contract shall be governed by and construed in accordance with the law of the
People’s Republic of China.




11.2 Any
dispute arising from the performance of this Contract may be settled through
negotiations, failing which, it shall be resolved in the following way: Either
of the Parties may bring a lawsuit before the People’s court at Party B’s
location.




Article
12 Miscellaneous




12.1
Reservations of Rights




Party B’s
rights hereunder shall not affect and exclude any other rights it shall be
entitled to pursuant to the laws, regulations and other contracts. Any
tolerance, grace for any default or delay, or preference or suspension in
exercising any right hereunder shall not be deemed as a waiver of the rights and
interests hereunder or permission or approval of any breaches, nor shall it
affect, prevent or obstruct continuous exercise of such right or any other right
or result in Party B’s assumption of obligations and responsibilities to Party
A.




In the
event that Party B fails to or delays in exercising any right under the Master
Contract or fails to exhaust any remedy under the Master Contract, the guarantee
responsibility of Party A hereunder shall not be mitigated or exempted. However,
provided that Party B exempts the debts under the Master Contract, the guarantee
responsibility of Party A hereunder shall be mitigated or exempted
accordingly.




12.2
Continuity of Obligations




Any
obligation and joint and several liability of Party A hereunder is continuous
and is fully binding upon its successor, receiver, assignee, or the entity after
its consolidation, re-structuring or change in name, without being affected by
any dispute, claims and legal proceedings or any order of the superior entity or
any contract and documents signed by and between the Borrower under the Master
Contract and any natural person or legal person or being changed due to the
bankruptcy, insolvency of the Borrower under the Master Contract, or its losing
the enterprise qualification, changing the articles of association or having any
change in nature.




12.3
Dissolution or Bankruptcy of Borrower




Where
Party A knows that Borrower enters into dissolution or bankruptcy procedure,
Party A shall inform Party B to file claims.




Notwithstanding
the provision of the second paragraph of Article 13.1, during the bankruptcy
procedure of Borrower, in the event that Party B enters into a reconciliation
agreement with Borrower or agrees to the re-construction plan, Party B’s rights
hereunder shall not be damaged due to the reconciliation agreement or
re-construction plan and the guarantee responsibility of Party A shall not be
mitigated or exempted. Party A shall not use the conditions as stipulated in the
reconciliation agreement or reconstruction plan to oppose the rights and claims
of Party B. With respect to the part of the Lender’s rights that Party B makes
compromises to Borrower in the reconciliation agreement or the re-construction
plan and hence is not settled, Party B shall still be entitled to request Party
A to continuously settle.









12.4
Notice




(1)
unless otherwise specified herein, any notice hereunder between the Parties may
be served to the following addresses via [facsimile, mail, express mail or other
means as agreed by the Parties]:




Lender:
CITIC Trust Co., Ltd.




Correspondence
Address: Jingcheng Plaza Xinyuan South Road 6, Chaoyang Dist.,
Beijing




Zip Code:
100004




Tel.:
010-84861065




Facsimile:
010-84861856




Attention:
WANG Hongjian




Guarantor:
Zhejiang Changxing ChisenXinguangyuan Co., Ltd.




Correspondence
Address: Changxing County Economic Development Zone, Zhejiang




Zip Code:
313100




Tel.:
05726029148




Facsimile:
05726030427




Attention:




(2) In
case of any change to the correspondence address or contact means of either of
the Parties, it shall promptly inform the other in writing. Any losses caused by
failure to make such notification shall be solely undertaken by the Party that
changes the correspondence address or contact means.




12.6 This
Contract shall come into effective when it is signed/stamped by the legal
representative of both Party A and Party B (person in charge) together with the
company’s seal being affixed onto it.




12.7 With
respect to those uncovered in this Contract, Party A and Party B shall
separately enter into a written agreement as the appendix hereto. Any appendix,
amendment or supplement hereto shall be integral part of this Contract and have
the equal legal binding force to this Contract.




12.8 This
Contract is in quadruplicate, with
each party retain 2 copies, and the remaining shall be used for going through
the related procedures.




12.9
Party A has already read all the clauses of this Contract. Upon Party A’s
request, Party B has already explained the relevant clauses of this Contract.
Party A is completely aware of and fully understands the meaning and the
corresponding legal consequences of the clauses of this Contract.




In case
of any discrepancy between the provision of this clause and those of other
provisions, this clause shall prevail.




(The
remaining of this page is intentionally left blank)









(Signature
page for the Guarantee Contract)




Party A:
Zhejiang
Changxing Chisen Xinguangyuan Co.,
Ltd.(Company’s seal)




Legal
Representative (or Authorized Agent):




/s/ XU Keyong
                (signature)




MM/DD/YY




Party B:
CITIC Trust Co., Ltd. (Company’s seal)




Legal
Representative (or Authorized Agent):




/s/ JU Weimin
                (signature)




MM/DD/YY