Contract
of Guarantee with a Maximum Amount




(Natural
Person as a gurantor)




Contract
No.: Changxing 2010
Ren Bao 130




Guarantor
A: Xu
Kecheng




Type of
the Identity Credential: ID
card




Number of
the Credential: 330522196208244514




Domicile:
Changxing   Tel.:
6636111   Zip
Code: 313100




Mobile:
 Facsimile: 6267588




Guarantor
B: Zho Fangqin




Type of
the Identity Credential: ID
card




Number of
the Credential: 33052219640125452X




Domicile:
Changxing
Tel.: 6267588
Zip Code:




Mobile:
 Facsimile: 6267588




Lender:
Bank of China Ltd. Changxing County
Sub-branch




Legal
Representative: HE Jie
Qin




Domicile:
No. 51 Jinling South
Road   Zip Code: 313100




Tel.:
6026438                                                             Facsimile:
6029905




In order
to guarantee the fulfillment of the debt under the Master Contract as specified
in Article 1 hereof, the Guarantor is willing to provide guarantee to Lender.
Both Parties hereby agree as follows through negotiations on the basis of
equality. Unless otherwise stipulated herein, the terms herein shall have the
meanings as ascribed to them in the Master Contract.




Article
1 Master Contract




The
Master Contract of this Contract is:




The
contracts signed by and between Lender and Borrower Changxing Chisen Electric
Co., Ltd.fromOct 25, 2010 to Oct 25 2011 regarding
the loan, trade financing, letter of guarantee, capital business and other
credit business contract (together “Single Contracts) and the amendment or
supplement thereto, which stipulate that they are the Master Contract under this
Contract.




Article
2  Principal Lender’s Right and Its Term




Unless
the term is otherwise stipulated or agreed in accordance with the law, during
the following term, the debt actually occurred under the Master Contract
constitutes the principal Lender’s right hereunder:




Oct 25, 2010 to Oct 25, 2011 as
stipulated in Article 1 hereof.









Article
3 The Maximum Amount under the Guarantee




1. The
maximum amount of the principal under the guarantee hereof is:




Currency:
Renminbi




(In
words):Two Hundred
and Fifty Million Only




(In
numbers): RMB250,000,000.00




2. On the
date of expiration of the term of the principal Lender’s right as specified in
Article 2 of this Contract, where it is determined to belong to the principal
Lender’s right guaranteed hereunder, the interest on the principal of such
Lender’s right (including the statutory interest, agreed interest, compound
interest, penalty interest), liquidated damages, damage, the fees for the
fulfillment of the Lender’s right (including but not limited to litigation fees,
attorney’s fees, arbitration fees, public notarization fees), enforcement fees,
appraisal fees, auction fees, service fees, public announcement fees), the
losses caused to Lender due to breach of Borrower and all the other payable fees
shall also be the guaranteed Lender’s right. The specific amount shall be
determined when it is settled.




The sum
of the Lender’s right amount determined according to the two paragraphs above is
the maximum Lender’s right amount guaranteed hereunder.




Article
4 Modes of Guarantee




The
guarantee hereunder shall be a guarantee with the joint and several
liabilities.




Article
5 Occurrence of the Guarantee Liability




In the
event that Borrower fails to make the settlement to Lender on any normal
repayment date under the Master Contract or advance repayment date as agreed,
Lender shall be entitled to require the Guarantor to undertake the guarantee
liability.




The
normal repayment date referred to in the previous paragraph refers to the date
of principal repayment, interest payment as stipulated in the Master Contract,
or the date on which Lender shall pay any amount to Lender as agreed in the said
contract. The advance repayment date referred to in the previous paragraph
refers to the date proposed by Borrower and as agreed by Lender to make the
repayment in advance and the date on which Lender makes a request to Borrower in
order to collect the principal and interest of the Lender’s right and/or any
other amount in advance as per the contract.




Where
there is any other real security or guarantee for the principal debts, any right
of the Lender under this Contract and the exercise thereof shall not be affected
and the Guarantor may not defense against the Lender for the existence of such
other real security or guarantee.




Article
6 Term of Guarantee




The Term
of Guarantee hereunder shall be two years as from the expiration of the term as
specified in Article 2 of this Contract.




During
the Term of Guarantee, Lender shall be entitled to require the Guarantor to
undertake the guarantee liability, together or separately, for the whole or
partial, several or single principal Lender’s right.




Article
7 Relationship between this Contract and the Master Contract




Provided
that the Master Contract contains the Credit Line Agreement/the Credit Master
Agreement, where the term for using the credit line/the term of business
cooperation therein is extended, it shall be subject to the written consent of
Guarantor. Without the consent of Guarantor or provided that Guarantor refuses
it, Guarantor shall only undertake the guarantee liability within the maximum
amount of the guaranteed Lender’s right as stipulated in Article 3 hereof for
the principal Lender’s right occurred during the original term for using the
credit line/the term of business cooperation and the term of guarantee is still
the original term.










Change to
another content or issues of the Credit Line Agreement/the Credit Master
Agreement, and to other single agreement thereunder, or to the single Master
Contract has not to be subject to the consent of Guarantor, who shall still
undertake the guarantee liability for the changed Master Contract within the
maximum amount of the guaranteed Lender’s right as stipulated in Article 3
hereof.




Subject
to the agreement between Lender and Guarantor through negotiations, the maximum
amount of the guaranteed Lender’s right as stipulated in Article 3 hereof may be
changed in writing.




Where
Lender entrusts the whole or partial rights and obligations hereunder to other
agency of the Bank of China Limited to fulfill or transfer the principal
Lender’s right to a third party, it has not to obtain the consent of Guarantor
and the guarantee liability of Guarantor shall not be mitigated or exempted
thereby.




Article
8 Representation and Warranty




Guarantor
A makes the following representation and warranty:




1.
Guarantor has the full civil legal capacity and civil conduct
capacity;




2.
Guarantor fully understands the contents of the Master Contract, and execution
and performance of this Contract is based on the true meaning of Guarantor and
will not violate any contract, agreement or other legal documents that is
binding upon Guarantor;




3. Any
and all the documents and materials provided by Guarantor A to Lender are
accurate, authentic, complete and valid;




4.
Guarantor accepts the supervision and examination of Lender on the financial
status of Guarantor and provide assistance and cooperation;




5.
Guarantor fails to conceal the major liability it has undertaken until the date
of execution of this Contract to Lender;




6. In the
event that a situation happens that may probably affect the financial status of
Guarantor and the ability of performing the Contract, including but not limited
to transfer of major assets or share transfer, assumption of major liabilities,
involvement in material litigation or arbitration, or loss of the civil conduct
capacity, Guarantor shall promptly notify Lender.




Article
9 Authorization of Personal Credit Information




Guarantor
hereby authorizes: Lender may inquire about the personal credit report of
Guarantor in the personal credit information basic database of the People’s Bank
of China in the occurrence of any of the following circumstances in relation to
Guarantor.




1. To
review the personal loan application of Guarantor;




2. To
review the personal guarantee application of Guarantor;




3. To
conduct after-loan management of the personal loan or guarantee under the name
of Guarantor;




4. In
order to accept and handle the loan application of a legal person or other
entity or the legal person or other entity as a guarantor, it is required to
inquire about the credit status of Guarantor as a legal representative or
contributor.




Meanwhile,
Guarantor authorizes Lender to submit its personal credit information to the
personal credit information basic database of the People’s Bank of
China.




Article
10 Default Events and Handling




The
occurrence of any of the following situations shall constitute, or be deemed as,
breach of contract by Guarantor under this Contract:




1.
failure to fulfill the guarantee responsibility on time pursuant to this
Contract;










2. the
statement made herein is untrue or violation of the commitments made
herein;




3.
occurrence of the event as specified in paragraph 6 of Article 8 hereof, which
seriously affects Guarantor’s financial status and the ability to perform this
Contract;




4.
Guarantor becoming a person with the restricted civil conduct capacity or
without the civil conduct capacity;




5.
violation of other provisions in relation to the rights and obligations of the
Parties herein;




6.
occurrence of a default event under other contract between Guarantor and Lender
or other agency of the Bank of China Limited.




In the
occurrence of the default event as listed in the above paragraph, Lender shall
be entitled to take the following measures, separately or simultaneously, as the
case may be:




1. to
require Guarantor to correct its breach of contract within the specified time
limit;




2.to
decrease, suspend or terminate the credit line to Guarantor, wholly or
partially;




3.to
suspend or terminate the acceptance and handling the business application of
Guarantor under other contracts, wholly or partially; to suspend or terminate
the grant and handling of the loan, wholly or partially, that has not been
granted;




4. to
announce the whole or partial principal and interest of Guarantor’s loan under
other contract and other payables mature immediately;




5. to
terminate and rescind this Contract, and other contract, wholly or partially,
between Guarantor and Lender;




6. to
require Guarantor to compensate the loss caused to Lender due to its breach of
contract;




7.
subject to prior or post notice, to deduce and allocate the amount in the
account opened by Guarantor with Lender to settle the whole or partial debt that
Guarantor owes to Lender. The outstanding amount in the account shall be deemed
mature in advance. Provided that the currency in the account is different from
that used in the business of Lender, the amount shall be calculated by the
settlement and sale listed foreign exchange rate that Lender applies in the
deduction and collection;




8. other
measures as considered necessary by Lender.




Article
11 Reservations of Rights




Either
Party’s failure to exercise partial or whole right, or failure to require the
other Party to fulfill and undertake partial or whole obligation hereunder shall
not constitute the Party’s waiver of such right or exemption of such obligation
and liability.




Any
tolerance, extension or delay of either Party in exercising the rights hereunder
to the other Party shall not affect any right it shall be entitled in accordance
with the law and regulation, nor shall it be deemed as the waiver of such
right.




Article
12 Modification, Amendment and Termination




This
Contract may be modified or amended in writing subject to the agreement of both
Parties through negotiation. Any modification or amendment shall constitute
integral part of this Contract.




Unless
otherwise stipulated in the law and regulation agreed between the Parties
concerned, this Contract shall not be terminated before the rights and
obligations hereunder are fully implemented.




Unless
otherwise stipulated in the law and regulation agreed between the Parties
concerned, invalidity of any clause of this Contract shall not affect the legal
force of other clauses hereof.










Article
13 Applicable Law and Settlement of Dispute




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




Any
dispute and controversy arising from the performance of this Contract may be
first settled through negotiations, failing which, the Parties agree to resolve
it in the same way identical to the way of settlement of disputes as stipulated
in the Master Contract.




During
the period of settling the dispute, provided that such dispute will not affect
the performance of other provisions hereof, such other provisions shall continue
to be performed.




Article
14 Fees




Unless
otherwise determined in accordance with the law or agreed by the Parties
concerned, any fees arising from the conclusion, performance of this Contract
and the settlement of disputes (including the attorney’s fees) shall be
undertaken by Guarantor.




Article
15 Appendix




The
appendix subject to the mutual confirmation of both Parties is integral part of
this Contract and has the equal legal force to this Contract.




Article
16 Miscellaneous




1.
Without the consent of Lender in writing, Guarantor shall not transfer any right
or obligation hereunder to a third party.




2.
Provided that Lender needs to entrust other agency of the Bank of China Limited
to fulfill the right and obligation hereunder as required for the business
needs, Guarantor shall accept it. The said agency of the Bank of China Limited
entrusted by Lender shall be entitled to exercise all the rights hereunder and
bring a lawsuit to the court with respect to any dispute hereunder or submit it
to the arbitration commission for an arbitral award.




3.
Provided that other provisions hereof will not be affected, this Contract is
legally binding upon the Parties or successor and assignee generated in
accordance with the law.




4. Unless
otherwise agreed, both Parties designate the domiciles as specified herein as
the correspondence and contact addresses and undertakes to promptly notify the
other Party in writing where the correspondence and contact address is
changed.




5. The
headings and name of the business herein are used for the convenience of
reference only and shall not be used to interpret the contents of the clauses
and the rights and obligations of the party concerned.




Article
17 Effectiveness of Contract




This
Contract shall come into effective when it is signed by Guarantor, responsible
person of Lender or its authorized signatory together with the company’s seal
being affixed onto it.




This
Contract is in duplicate, with each
Party and Borrower holding One copy, all of
which shall have the equal legal force.










Guarantor:
                        XU
      Kecheng
                        Lender: Bank of China Ltd. Changxing County
      Sub-branch (seal)Zho Fangqin
                        Authorized
      Signatory:
                        /s/Oct
      25, 2010
                        
                        Oct
      25, 2010