Supplemental
      Agreement

    


    Obligor:
      Shenzhen BAK Battery Co., Ltd

    


    Creditor:
      Agricultural Bank of China, Shenzhen Branch 

    


    Whereas,
      the Obligor and the Creditor have entered into a loan agreement (contract number
      is 81101200800000816) (hereinafter called “Loan Agreement”). Hereby, the parties
      agree to enter into the following supplemental agreements for amending part
      of
      the clauses of the Loan Agreement:

    


    
      	
            	1.	
              Amending
                the item 4 of Clause 9 of the Loan Agreement as follows:

              
                The
                  Obligor undertakes to obtain the Land Use Right Certificate
                  (“Certificate”) for BAK Industrial Park located at Aotou village, Kuichong
                  Street, Longgang District, Shenzhen, before September 18, 2008.
                  The
                  Certificate cannot be pledged to any third party without the Creditor’s
                  written consent.

                


                In
                  case the Obligor breaches this undertaking, the Creditor is entitled
                  to
                  demand the Obligor to bear its responsibilities for breach of Contract
                  in
                  accordance with the Clause 6 of the Loan
                  Agreement.

              

            


    

    


    
      	
            	2.	
              No
                amendment to the other clauses of the Loan
                Agreement.

            


    

    


    
      	
            	3.	
              In
                case of any difference between the Loan Agreement and this Supplemental
                Agreement, the Supplemental Agreement shall
                prevail.

            


    

    


    
      	
            	4.	
              This
                Supplemental Agreement becomes effective since it is signed and
                stamped.

            


    

    


    
      	
            	5.	
              This
                Supplemental Agreement has five originals. Each of the Obligor and
                the
                Creditor has one original, and each of the guarantors has one original,
                which has the same effect.

            


    

    


    The
      Obligor (sign and stamp): /s/ Shenzhen BAK Battery Co., Ltd

    Legal
      representative or licensed representative: /s/ Xiangqian Li

    Address:

    Postal
      number: 

    


    Creditor
      (sign and stamp): /s/ Agricultural Bank of China

    Principal
      or licensed representative:

    Address:

    Postal
      number:

    Time:

    


    Venue:
      Shatoujiao, Shenzhen

    


    Representations
      and Undertaking of the Guarantors:

    They
      have
      already received the above-mentioned “Supplemental Agreement”, and have no
      disagreement with all the clauses of the Supplement Agreement. They undertake
      to
      undertake joint and several liabilities for the indebtedness of the Obligor
      under the Loan Agreement. 

    


    Guarantors
      (sign and stamp): /s/ BAK International Limited; /s/ Xiangqian Li

    Legal
      representative or licensed representative:

    


    


    Signature
      date: Aug 6, 2008