Exhibit
      10.24

     

    Form
      of Bank Acceptance Agreement

    (English
      Translation)

    


    Issued
      by: Shenzhen
      Ritar Power Co., Ltd.
      (Party
      A)

    Address:
      Qiaotou Village, Fuyong Town, Bao’an District, Shenzhen, China

    Zip
      Code:
      518000

    Telephone:
      0755-33981646

    Fax:
      0755-83475180

    Legal
      Representative: Jiada Hu

    


    Accepted
      by: China
      CITIC Bank, Shenzhen Branch
      (Party
      B)

    Address:
      1093 Shennan Central Road, Citic City Plaza, Shenzhen, China

    Zip
      Code:
      518000

    Telephone:
      0755-82912386

    Fax:
      0755-82912190

    Legal
      Representative: Ning Yan

    


    Location:
      Shenzhen 

    Date:
      ______________

    


    Pursuant
      to Law of Negotiable Instrument of the People’s Republic of China (the “Law of
      Negotiable Instrument”) other related laws, regulations and Party B’s related
      rules, Party B agrees to accept bills issued by Part A for its business
      operation purposes and the parties hereto, intending to be legally bound, agree
      as follows:

    


    Section
      1 Bill 

    


    
      	
              1.1

            	
              Party
                A hereby requests Party B to accept _______bills issued by Party
                A, which
                have an aggregate face value of RMB _______________. Party A shall
                maintain a checking account with Party B and the account number is:
                ____________________. 

            


    

    


    
      	
              1.2

            	
              Party
                A hereby confirms that the bills are unconditional instrument and
                Party B
                has the obligation to pay the face value of the bill upon the maturity
                date of the bill or when the bill is presented to Party B after the
                maturity date in accordance with the Law of Negotiable Instrument.
                

            


    

    


    Section
      2 Guarantee

    


    As
      security for Party B’s undertakings, Party A hereby agrees to deposit with Party
      B equal to 100% of the bills amount before Party B accepts the bills pursuant
      to
      this Agreement. Party B has no obligation to accept the bills until Party A
      makes appropriate deposit with Party B.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      3 Service Fee

    


    The
      service fee charged by Party B is calculated based on the 0.05% of the face
      value of the bill and shall be paid off by Party A before Party B accepts and
      pays the bill.

    


    Section
      4 Party A’s Payment Obligations

    


    
      	4.1	
              Party
                A shall place full deposits with Party B before the maturity date
                of the
                bill. 

            


    

    


    
      	4.2	
              Any
                disputes among Party A, the bill holders, payees and other rightsholders
                of the negotiable instruments shall not affect the rights of Party
                B under
                this Agreement. Party A shall not refuse to fulfill its obligations
                to
                Party B under this Agreement by relying on the above disputes.
                

            


    

    


    Section
      5 Conditions to Acceptance 

    


    
      	5.1	
              The
                acceptance obligation of Party B is subject to the fulfillment of
                the
                following conditions: 

            


    

    


    
      	5.1.1	
              Party
                A shall open a checking account with Party B as set forth in Section
                1;
                

            


    

    


    
      	5.1.2	
              Party
                A shall provide to Party B copies of its financial records and books,
                business license and other company records upon Party B’s request;
                

            


    

    


    
      	5.1.3	
              Party
                A shall place required deposits into the account as set forth in
                Section
                5.1.1; 

            


    

    


    
      	5.1.4	
              The
                representations and warranties of the Party A contained in this Agreement
                shall be true, accurate and complete;


            


    

    


    
      	5.1.5	
              There
                shall not have been any default of this Agreement by Party A; and
                

            


    

    


    
      	5.1.6	
              Other
                conditions requested by Party B.

            


    

    


    Section
      6 Party A’s Representations and Warranties

    


    
      	6.1	
              Party
                A is a duly organized, validly existing enterprise legal person and
                in
                good standing under Chinese laws, and has all requisite corporate
                power
                and authority to execute and deliver this Agreement;
                

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	6.2	
              All
                documents provided by Party A to Party B are true, legitimate and
                valid.
                The bills were issued in connection with true business transactions
                and
                related transaction agreements are legal and valid;
                

            


    

    


    
      	6.3	
              There
                are no laws or regulations having adverse effect on Party A’s
                implementation of this Agreement; 

            


    

    


    
      	6.4	
              Party
                A shall give Party B timely notification with regard to Part A’s sales of
                material assets, prepayment of its debts or provide guarantee to
                a third
                party; and 

            


    

    


    
      	6.5	
              Party
                B is entitled to request additional deposits or other guarantee in
                the
                event that Party B has legitimate reasons to believe that the
                deterioration of Party A’s financial records or business reputation has
                significantly affected its obligations under this Agreement.
                

            


    

    


    Section
      7. Penalty 

     

    Section
      8. Remedies of Advance 

    


    Section
      9 Breach of Contract 

    


    
      	9.1	
              This
                Agreement when executed and delivered by the parties will constitute
                a
                valid and legally binding obligation of the parties which is enforceable
                in accordance with its terms. The parties shall implement this Agreement
                according to its relative obligations under this Agreement;
                

            


    

    


    
      	9.2	
              If
                Party A breaches this Agreement, it shall be responsible for all
                the
                expenses in connection with the default, including, without limitation,
                attorney's fees, travel expenses, notarization fees. 

            


    

    


    Section
      10 Assignment

    


    This
      Agreement will be binding upon, inure to the benefit of, and be enforceable
      by,
      the Parties and their respective successors and assigns.

    


    Section
      11 Other Agreements

    


    Section
      12 Applicable law

    


    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the People’s Republic of China.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    Section
      13 Dispute Settlement

    


    Any
      disputes, which cannot be settled through consultation, shall be adjudicated
      by
      the court in the jurisdiction where Party B domiciles. 

    


    Section
      14 Cumulative Rights of Party B

    


    Party
      B’s
      rights under this Agreement are cumulative, which shall not affect or limit
      its
      other legal and contractual rights with respect to Party A. 

    


    Section
      15 Effectiveness, Amendment and Termination of the Agreement


    


    
      	15.1	
              This
                Agreement becomes effective upon being duly signed and sealed by
                the two
                parties; 

            


    

    


    
      	15.2	
              No
                provision of this Agreement may be amended or terminated except in
                a
                written instrument signed by both parties.


            


    

    


    Section
      16 Others 

    


    
      	16.1	
              This
                Agreement together with any other amendments, appendixes and supplements
                constitute the entire agreement. 

            


    

    


    
      	16.2	
              During
                the term of this Agreement, it may be amended from time to time in
                accordance with the change of related laws and regulations.
                

            


    

    


    
      	16.3	
              If
                any term or other provision of this Agreement is invalid, illegal
                or
                incapable of being enforced by any rule or law, or public policy,
                all
                other conditions and provisions of this Agreement shall nevertheless
                remain in full force and effect 

            


    

    


    
      	16.4	
              Any
                notice delivered from one party to the other should be made in written
                form, including but not limited to telegraph and fax, which shall
                be
                deemed as delivered once the notice is sent out. If the notice is
                made
                through registered mail, it shall be deemed given three days after
                the
                date of mailing. 

            


    

    


    
      	16.5	
              This
                Agreement has two counterparts and each party holds one copy.
                

            


    

    


    
      	16.6	
              Party
                B has already taken reasonable measures to inform Party A about the
                exemptions and limitations provisions with respect to Party A’s
                obligations under this Agreement. There is no dispute regarding the
                interpretation of all the provisions of this Agreement.
                

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    Party
      A
      (Seal): 

    


    Shenzhen
      Ritar Power Co., Ltd. 

    


    Party
      B
      (Seal):

    


    China
      CITIC Bank, Shenzhen Branch 

     

    
      
         

      

      
        5