Contract
No.: [3350012010AM00077300]
  Contract
of Guarantee
  Guarantor
(Party A): [Zhejiang Changxing Chisen Xinguangyuan Co., Ltd.]
  Legal
Representative (Person in-charge):  Xu Ke Cheng
  Type of
the Identity Credential:___________    
    Number of the Credential:___________
  Domicile:
___________
  Correspondence
Address:___________          Zip
Code:___________
  Telephone:
___________
  Lender
(Party B): Bank of Communication (Huzhou) Branch
  Person
in-charge:     Le Xiaohua
  Correspondence
Address:       No. 299 Renmin
Road
  Whereas
Party B, has or will consecutively handle the credit business with Changxing Chisen Electric
Co., Ltd. (hereinafter “Borrower”), In order to protect the realization
of Lender’s right of Lender, Party A is willing to provide maximum amount
guarantee for the debts of Borrower. Party A and Party B hereby agree as follows
through negotiations for mutual compliance.
  Article
1 Lender’s Rights
  1.1
Guarantor provides maximum amount guarantee to master contracts signed between
Lender and Borrower for the period from November 16, 2010 to November 16, 2011.
Master contract refer to the agreement of loan and notes signed between Lender
and Borrower. The Currency, Principal, Interest and Terms of Lender’s right are
subject to Master Contracts.
  1.2 The
maximum amount guaranteed by Guarantor is RMB 69,000,000.
  1.3 Under
this contract, the guaranteed master lender’s right is determined at the
occurrence date (the Determination Date of Master Lender’s Right) of latest
lender’s right.
  Lender’s
right before the Determination Date of Master Lender’s Right and The interest
(including compound interest, overdue interest, and penalty interest) occurred
until the Guarantor fulfill the contract and the expenses of realization of
lender’s right and other related expenses bound under clause 2.2 of this
contract are also under the scope of this guarantee contract.
  The
occurrence of master lender’s right represents Lender grant loan, bank note,
letter of credit, bank guarantee and standby letter of credit.
  Article
2 Scope of Guarantee
  2.1 The
guarantee provided by Party A hereunder shall be a guarantee with the joint and
several liabilities.
  2.2 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).
  
  2.3 The
period of guarantee shall be calculated separately for each lender’s rights of
the Lender against the Borrower. The period of guarantee for each lender’s right
shall be from the date of expiration of each lender’s rights till two years
after the date of expiration of the lender’s right.
  The
Guarantor shall bear guarantee liability respectively for repayment lender’s
rights in installments under each contract during period of occurrence of the
lender’s rights. The period of guarantee for each lender’s right shall be from
the date of expiration of each debt till two years after the date of expiration
of the last installment.
  In case
the occurrence of events under laws or master contract results in
the acceleration of maturity of Lender’s rights under master contract by
the Lender, the period of guarantee is the date when the Lender confirms the
acceleration of maturity of Lender’s rights under master contract.
  2.4 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.
  Article
3   Statements and Guarantees
  3.1 The
Guarantor is an independent legal entity, has all necessary legal capacities and
is able to fulfill lender’s rights and undertake liabilities under this Contract
on its own.3.2 The Guarantor is entitled to execute this Contract and completes
all authorization and approvals necessary for executing this Contract and
fulfilling its lender’s rights under this Contract.
  3.3 All
documents, information, data, provided by guarantor during the execution and
fulfillment of this contract is true, accurate, complete and
effective.
  3.4 At
the time of signature of this contract, the Borrower is not the shareholder or
control person under company law.
  Article
4 Responsibility of Guarantor
  4.1 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.
  In the
event that the master contract is guaranteed by the pledged assets of Borrower
or third party, the Lender has right to determine the sequence of exercise of
right, Lender has right to require Guarantor to settle all unpaid debt at the
due date before exercise the pledged assets. In the event that Lender waive the
right of pledged assets or the sequence of right or amend the right of pledged
assets, the guarantee liability of Party A hereunder shall not be mitigated or
exempted,
  4.2
Guarantor should cooperate with Lender on the inspection and supervision of
guarantor’s income and credit conditions (Guarantor is nature person) or
operation and financial conditions (Guarantor is non-nature person). Guarantor
should provide all financial statement, data and information immediately after
obtain the requisition from Lender and guarantee that all documents,
information, and data provided are accurate, true and complete.
  4.3 Any
of following items occurred, Guarantor should provide Lender with written notice
at least 30 days before action, and before all lenders right under the master
contract are settled, unless obtain the written consent from Lender, no action
should be taken on the following items:
  1. Sell,
gift, lease, lend, transfer, pledge, mortgage, or any other methods to disposal
the assets
  
  2.
change its capital structure or management system, including, but not
limited to, contract, lease, shareholding reform, joint-operation, merger,
division, joint venture, reduction of capital, transfer of assets,
etc.
  4.4 In
the event of following items occurred or to be occurred, Guarantor should
provide written notice to Lender within 7 days from the date of
occurrence.
  1.
              Amendment
      of memorandum and article, change the name of entity, the legal
      representative, address, communication, or scope of operation of business
      registration, making decision that will have material effect on financial
      and personnel;
  2.
              Preparing
      to file bankruptcy or has been filed claimed for
  bankruptcy
  3.
              Involved
      in significant litigation, arbitration or administrative measures, or
      principal assets were taken property preservation or
      other coercive measures
  4.
              Provide
      guarantee to third party which caused adverse effect on Guarantor’s
      economic condition, financial condition of fulfillment the obligation of
      this contract
  5.
              Execute
      any contract which has material effect on operation and financial
      conditions.
  6.
              production
      suspension, shut-down, dissolution,, revoke of business
      certificate
  7.
              Involve
      in offence and non-comply with listing rule of Guarantor or its legal
      representative or core management.
  8.
              Significant
      difficulty on operation, adverse financial conditions, or other issues
      occurred that will have adverse effect on Guarantor’s operation, financial
      condition and repayment capacity.
  9.
              Significant
      changes on Guarantor’s employment and income or change of residence
      address. (Guarantor is Nature
Person)
  4.5.
Before Borrower settled all debts under the master contract, Party A agrees not
to claim for the right to seek compensation against other Borrower or
guarantor
  4.6
Before Borrower settled all debts under the master contract, Borrower become the
shareholder or substantial controller of Guarantor, Guarantor should inform
Lender immediately and provide the board resolution regarding to provide
guarantee.
  Clause 5.
Agreement on deduction
  5.1
              Where
      the Guarantor fails to pay any debts due or shall supplement the guarantee
      money fully, the Lender may directly deduct from any accounts of the
      Guarantor in Communication Bank of
China.
  5.2
              After
      deduction, Lender should notice Guarantor the account number, contract
      number, deduction amount and outstanding balance of
  debt.
  5.3
              When
      deduction is not sufficient to settle all debts, due expenses payable
      should be paid first. Then according to the following order of
      deduction:
  
  1. under
loan (apart from personal loan) or trading finance services(export insurance),
principal and interest overdue less than 90 days, the remaining balance of
deduction will be used to repay the due payable interest or penalty interest,
compound interest, then the due payable principal; principal and interest are
overdue more than 90 days, the remaining balance of deduction will be used to
repay overdue principal, then repay the overdue interest or penalty interest,
compound interest.
  2. under
the issuance of bank note, letter of credit, bank guarantee, export insurance
services, remaining balance after deduction will be used to repay the due
payable principal, then repay the due payable interest penalty interest,
compound interest.
  3. Under
Personal loan service, order of repayment should comply with
agreement.
  5.4
                When
      currency of deduction is not consistent with the currency of debt, the
      deduction should be converted under the exchange rate provided by
      Communication Bank of China.
  5.5
                Where
      the currency of money deducted is not the currency of repayment, the
      Lender is entitled to settle/purchase exchange according to the exchange
      rate determined by itself. The risks in connection with exchange rate
      shall be undertaken by the
Guarantor.
  Clause 6
Settlement of dispute
  The terms
of business under this contract was handled by Bank of Communication (Huzhou)
Branch. The contract is carried out at the Bank of Communication (Huzhou) Branch
location. Any dispute of the contract is regulated by the people’s court which
placed at the Bank of Communication (Huzhou) Branch location.
  Either of
the Parties may bring a lawsuit before the People’s court at Lender’s location.
During the period of dispute, both parties shall continue to perform terms not
in dispute.
  Clause 7,
Others
  7.1
Lender is not obligate to issue debt to Borrower pursuant to this
agreement
  7.2 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.
  7.3 the
contract is effective after all following conditions are satisfied:
  1. Legal
representative or authorized agent of Garantor signed and sealed the contract;
if Guarantor is natural person, contract signed by Guarantor;
  2. Person
in charge or authorized agent of Lender Signed and Sealed the
Contract.
  7.4 There
are ________ original copies, guarantor, lender and borrower got one
each.
  Article
8: Miscellaneous
  Remained
Blank
  Guarantor
      has already read all the clauses of this Contract. Upon Guarantee’s
      request, Lender has already explained the clauses of this Contract.
      Guarantee has no disagreement on all the clauses of this
      Contract.
  
  Guarantor
      (Company’s seal/Signature):
                      
                      Lender
      (Company’s seal/Signature):Zhejiang
      Changxing Chisen Xinguangyuan Co., Ltd.
                      
                      /s/
      Bank of Communication
                        (Huzhou)
      BranchLegal
      Representative (Person in Charge) or Authorized Agent (Signature or
      Stamped):
                      
                      Person
      in Charge or Authorized Agent (Signature or Stamped):Xu
      Ke Cheng
                      
                      /s/
      Luo YiDate
      of signatory:  November 16, 2010
                      
                      Date
      of signatory:  November 16,
2010
  Owner
Statement
  I
(Name:  _________ Personal identity number _________) am the
spouse of Guarantor. I have read and confirm all article within this agreement,
understand and agree Guarantor provide guarantee to Borrower. Guaranteed debt is
the common responsibility of married couples, will settled the debt by common
property.
  Signed by
_________