Exhibit
      10.6(a)

     

    No.:
      ZB7914200728056

     

    SHANGHAI
      PUDONG DEVELOPMENT BANK

     

    Contract
      for Guarantee of Maximum Line of Credit 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        Shanghai
          Pudong Development Bank                                           Maximum
          Loan
          Guarantee Contract

      

       

      Contract
        for Guarantee of Maximum Line of Credit

    

     

    Guarantor:
        Pan
      Dangyu   

     

    Creditor:
        Shanghai
      Pudong Development Bank - Shenzhen Branch

     

    WHEREAS,

     

    In
      order
      to ensure that Debtor will fully and timely perform its obligations under the
      Master Contract (see Article 7 hereof) and to secure the realization of
      Creditor’s rights, Guarantor voluntarily offers to guarantee the repayment of
      all the debts raised by Debtor under the Master Contract.

     

    In
      order
      to specify the Parties’ rights and obligations, Guarantor and Creditor hereby
      enter into this Contract upon negotiations to which they shall be
      bound.

     

    Article
      1 Guaranteed Principal Credit

     

    The
      details about the principal credit guaranteed hereunder are set forth in Article
      7 hereof.

     

    Article
      2 Responsibility for Guarantee

     

    
      	
              1.

            	
              Scope
                of Guarantee

            


    

     

    In
      addition to the principal credit defined in this Contract, the Scope of
      Guarantee hereunder covers also any and all interests accrued thereon (including
      interests, penalty interests and compound interests), damages, compensations,
      service charges and any other fees arising from the execution or performance
      of
      this Contract as well as expenses accrued for realizing Creditor’s guaranteed
      rights and its credit (including but not limiting to disposal fees, taxes,
      action expenses, auction fees, attorney fees, and travel expenses) and the
      amount of security deposit additionally required by Creditor but unfulfilled
      after the Master Contract enters into force. 

     

    
      	
              2.

            	
              Manner
                of Guarantee

            


    

     

    Guarantee
      hereunder shall be joint liability guarantee.

     

    Guarantor
      agrees and acknowledges that if Debtor fails to fulfill its obligation to
      repayment of debts under the Master Contract, Creditor shall have right to
      require Guarantor, not other guarantor(s), at first to undertake its
      responsibility for guarantee within the Scope agreed by him in this Contract,
      no
      matter whether Creditor otherwise has guaranteed rights to the credit under
      the
      Master Contract (including but not limiting to such manner of guarantee as
      guarantee, mortgage, pledge, etc.).

     

    Guarantor
      hereby expressly waives its right to claim for advance fulfillment of material
      guarantee provided by Debtor. 

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    
      	
              3.

            	
              Term
                of Guarantee 

            


    

     

    The
      Term
      of Guarantee shall be calculated separately by individual particular debt owed
      by Debtor to Creditor, commencing from the date of expiry of the term for
      payment of such debt under individual debt contract and ended by two years
      thereafter.

     

    Guarantor
      shall be responsible to guarantee each installment repayment under individual
      contracts executed during the Crediting Period and the term of such guarantee
      shall commence from maturity of each installment debt until two years after
      the
      expiry date of the last installment repayment.

     

    The
      “maturity” and “expiry” referred herein include the circumstances upon which
      Creditor declares earlier expiry. 

     

    If
      the
      principal credit is claimed to be expired earlier and it constitutes part or
      all
      of the credits accrued in the Crediting Period, the declared date of earlier
      expiry shall be maturity of such part or all of the credits, and the Crediting
      Period shall also be expired on the same date.

     

    If
      Creditor and Debtor have reached an agreement to renew the term for repayment
      of
      debts, the Term of Guarantee shall be ended by two years after the expiry of
      the
      renewed term for repayment of debts. The renewal of such term shall not be
      subject to Guarantor’s consent, who shall still undertake joint liability for
      guarantee.

     

    
      	
              4.

            	
              Amendment
                to the Master Contract

            


    

     

    Creditor’s
      rights and interests hereunder shall not be affected by any grace or
      postponement of repayment offered by Creditor to Debtor, or any modification,
      amendment or replacement of any terms or conditions of the Master Contract
      made
      by Creditor and Debtor. Upon the above circumstances, it shall be deemed that
      prior consent from Guarantor has already been obtained and Guarantor’s
      responsibility for guarantee shall not be relieved thereby. 

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    If
      the
      Master Contract allows Creditor to issue letter of credit, performance bond
      or
      standby letter of credit to Debtor, any modification made by Creditor and Debtor
      to the letter of credit, performance bond or standby letter of credit under
      the
      Master Contract shall not be subject to the consent of Guarantor or otherwise
      notice to Guarantor. Such modification shall be deemed that prior consent from
      Guarantor has already been obtained and Guarantor’s responsibility for guarantee
      shall not be relieved thereby. 

     

    Article
      3 Representations and Warranties 

     

    Guarantor
      hereby represents and warranties to Creditor as follows:

     

    
      	
              (1)

            	
              Guarantor
                is an independent legal body, has all necessary capacities for rights,
                and
                is capable to perform its obligations under this Contract in its
                own name
                and independently undertake civil
                liabilities.

            


    

     

    
      	
              (2)

            	
              Guarantor
                has right to execute this Contract and has already fulfilled any
                and all
                licenses and authorizations required for executing this Contract
                and
                performing its obligations hereunder. The terms and conditions of
                this
                Contract represent Guarantor’s true intention and have legal binding force
                upon Guarantor.

            


    

     

    
      	
              (3)

            	
              Guarantor
                warranties to observe laws and disciplines. The execution and performance
                of this Contract are not against laws (including laws, regulations,
                rules,
                local laws, and judicial interpretations), articles of incorporation,
                relevant instruments of appropriate authorities, judgments, or awards
                with
                which Guarantor shall comply, nor are they in conflict with any contract
                or agreement already signed by Guarantor or any other obligations
                undertaking by Guarantor.

            


    

     

    
      	
              (4)

            	
              Guarantor
                warranties that any and all the financial statements (if there’s any)
                provided by Guarantor are in conformity to the laws of China (excluding
                Hong Kong Special Administrative Region, Macau Special Administrative
                Region, and Taiwan) and truly, completely and fairly reflect Guarantor’s
                financial conditions, and that any and all the materials, documents
                and
                information involved herein are true, valid, correct and complete
                with
                nothing concealed. 

            


    

     

    
      	
              (5)

            	
              Guarantor
                warranties to go through all the filings, registrations and other
                procedures required for the effectiveness of this Contract and the
                lawful
                implementation of this Contract and pay relevant taxes and
                levies.

            


    

     

    
      	
              (6)

            	
              Since
                the issuance of the latest audited financial report, no significant
                adverse changes have happened to Guarantor’s operating or financial
                conditions.

            


    

     

    
      	
              (7)

            	
              Guarantor
                has already disclosed to Creditor any and all the facts and situations
                that are known or should be known by Guarantor and that are important
                for
                Creditor in making decisions on whether to give the funds to Debtor
                under
                the Master Contract.

            


    

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    
      	
              (8)

            	
              Guarantor
                warranties that on the date of execution hereof and during the term
                of
                this Contract, Guarantor did not and will not fail to pay or delay
                payments including but not limiting employees’ salaries, medical
                insurance, injury subsidies, allowances and
                compensations.

            


    

     

    
      	
              (9)

            	
              Guarantor
                warranties that no such circumstances or events exist that cause
                or might
                cause material negative influences to Guarantor’s capacity to perform this
                Contract. 

            


    

     

    Article
      4 Covenanted Matters

     

    
      	
              1.

            	
              Guarantor’s
                Warranties

            


    

     

    
      	 	
              (1)

            	
              Guarantor
                warranties that Guarantor will not take any of the following actions
                before obtaining Creditor’s written
                consent:

            


    

     

    
      	 	
              a.

            	
              sell,
                gift, lease, lend, transfer, mortgage, pledge or otherwise dispose,
                partially or fully, its substantial
                assets;

            


    

     

    
      	 	
              b.

            	
              materially
                change its operating structure or organization, including but not
                limiting
                to contracting, lease, joint operation, corporate transformation,
                stock
                transformation, transfer of shares, combination (or merger), joint
                venture
                (or joint cooperative venture), split, establishing subsidiary, transfer
                of property, and reduction of capital,
                etc.

            


    

     

    
      	 	
              c.

            	
              modify
                the company’s articles of incorporation or change the company’s scope of
                business or main businesses.

            


    

     

    
      	 	
              d.

            	
              provide
                guarantee for a third party, which materially and adversely influences
                Guarantor’s financial conditions or its capacity to perform its
                obligations under this Contract.

            


    

     

    
      	 	
              e.

            	
              apply
                for reorganization, bankruptcy or
                dissolution.

            


    

     

    
      	 	
              f.

            	
              execute
                any contract/agreement that has substantial adverse influences on
                Guarantor’s capacity to perform its obligations hereunder or undertake
                relevant obligations that have such
                influences.

            


    

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    
      	 	
              (2)

            	
              Guarantor
                warranties that upon the occurrence of the following events, Guarantor
                will immediately notice Creditor of such event on the date of occurrence
                and deliver to Creditor originals of relevant notices and documents
                (subjecting to be stamped if they are issued by non-natural person,
                or
                signed if they are issued by natural person) within five (5) banking
                days
                thereafter:

            


    

     

    
      	 	
              a.

            	
              the
                occurrence of such event(s) that causes Guarantor’s representations and
                warranties made hereunder become untrue or
                incorrect.

            


    

     

    
      	 	
              b.

            	
              Guarantor
                or its controlling shareholder, actual controller or associated parties
                are involved in action or arbitration, or its/their assets are detached,
                sealed, frozen, mandatory executed, or otherwise subjecting to such
                measures of equal force, or its/their legal representative, directors,
                supervisors or officers are involved in action, arbitration or other
                mandatory proceedings. 

            


    

     

    
      	 	
              c.

            	
              Guarantor’s
                legal representative or his/her authorized agent, directors, chief
                financial officials, address, company name or office site, etc are
                changed, or Guarantor changes its domicile or regular residence address,
                or engages in employment with a new employer, or is absent in its
                residence city for a long time, or changes his name, or experiences
                unfavorable changes in his income
                level.

            


    

     

    
      	 	
              d.

            	
              is
                claimed by other creditors to reorganize or go bankruptcy, or dismissed
                by
                higher governing agency.

            


    

     

    
      	 	
              (3)

            	
              Guarantor
                warranties that in the course of execution and performance of this
                Contract, Guarantor will, at the request of Creditor, provide relevant
                financial materials or income proofs to Creditor at any
                time.

            


    

     

    
      	 	
              (4)

            	
              if
                the Master Contract allows Creditor to issue letter of credit, performance
                bond or standby letter of credit to Debtor, Guarantor warranties
                that if
                Debtor fails to supplement its security deposit (including earlier
                supplement) as required by Creditor, Guarantor shall undertake joint
                liability to supplement such deposit, which shall not exempt Guarantor
                from any responsibility for guarantee hereunder, and any losses (including
                loss of interests) caused thereby shall be borne solely by
                Guarantor.

            


    

     

    
      	 	
              (5)

            	
              Guarantor
                agrees that before Debtor fully satisfies its debts to Creditor under
                the
                Master Contract, Guarantor shall not exercise its right to recourse
                and
                other relevant rights hereunder against
                Debtor.

            


    

     

    
      	 	
              (6)

            	
              if
                Debtor has made earlier repayment, partially or fully, to Creditor,
                or if
                Debtor has repaid its individual debts to Creditor separately, Guarantor
                shall continue to undertaking joint liability for guarantee Creditor’s
                credit against Debtor accrued thereafter.


            


    

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    
      	
              2.

            	
              Withhold
                and Withdraw 

            


    

     

    
      	 	
              (1)

            	
              If
                Guarantor has due payable debt(s) or security deposit subjecting
                to be
                supplemented, Guarantor hereby authorizes Creditor to directly withhold
                and withdraw such amount of money from any of its account opened
                in
                Shanghai Pudong Development Bank for satisfying the said payment
                or
                supplementing security deposit.

            


    

     

    
      	 	
              (2)

            	
              Unless
                otherwise stipulated by national authorities, the order of repayment
                of
                the due debts with money withheld and withdrawn shall be arranged
                as
                follows: firstly such money should be used for repayment of service
                charges due to Guarantor and Debtor, then for due interests, and
                last for
                due principal. If there is more than one debt due on the same date,
                Creditor shall decide the order of repayment of such
                debts.

            


    

     

    
      	 	
              (3)

            	
              If
                the money withheld and withdrawn is not in the currency of debt required
                to be repaid, Creditor shall have right to settle/buy foreign exchanges
                with such money at such rate of exchange as determined by Creditor
                at its
                discretion and the risk associated with exchange rate shall be borne
                by
                Guarantor.

            


    

     

    
      	
              3.

            	
              Credit
                Proof

            


    

     

    The
      valid
      and effective proof of the credit guaranteed by Guarantor shall be such
      accounting documents as kept and issued by Creditor in accordance with its
      business procedures and rules.

     

    
      	
              4.

            	
              Notice
                and Service thereof 

            


    

     

    
      	 	
              (1)

            	
              Any
                notice communicated by either Party to the other Party shall be sent
                to
                the address given on the signature page hereof until the other Party
                changes its address by a written notice. Any notice sent to the said
                address shall be deemed as served on the following date: if it is
                sent by
                registered mail, on the 7th
                banking day after the mail is sent to the other Party’s principal business
                address (in the case of corporate and its branches or other economic
                organization) or domicile (in the case of natural person); if it
                is
                delivered in person, on the date the recipient receives the notice
                as
                confirmed by his/her signature; and if it is sent by fax or email,
                on the
                date such fax or email is sent. Notwithstanding the afore said provision,
                any and all the notices, requirements or other correspondences sent
                or
                delivered to Creditor shall be deemed as served to Creditor only
                when
                Creditor actually receives them. In addition, if they are sent by
                fax or
                email, the originals thereof (subjecting to be stamped in the case
                of
                non-natural person, or signed in the case of natural person) must
                be
                delivered in person or sent by post thereafter to Creditor for
                confirmation.

            


    

     

    
      
        
          
          

        

        
          6

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    
      	 	
              (2)

            	
              Guarantor
                agrees that the subpoena and notice issued to Guarantor in any action
                filed against Guarantor shall be deemed as served when it is sent
                to the
                address given on the signature page hereof. Any change of the said
                address
                shall not be valid unless such change is noticed to Creditor in written
                form in advance. 

            


    

     

    
      	
              5.

            	
              Validity,
                Amendment and Cancellation

            


    

     

    
      	 	
              (1)

            	
              This
                Contract shall enter into effect after it is stamped by Creditor
                and
                Guarantor and signed or stamped respectively by their legal
                representative/director or authorized agent (if Guarantor is natural
                person, signature alone is required) and terminate at the time when
                the
                credits guaranteed hereunder are fully satisfied.
                

            


    

     

    
      	 	
              (2)

            	
              The
                validity of this Contract is independent from that of the Master
                Contract.
                This Contract shall not be nullified or cancelled along with the
                nullification or cancellation of the Master Contract.
                

            


    

     

    
      	 	
              (3)

            	
              After
                this Contract enters into effect, neither Party shall modify or earlier
                terminate this Contract without the consent of the other Party. In
                the
                case that this Contract needs to be amended or cancelled, the Parties
                hereto shall negotiate it and reach a written agreement thereon.
                

            


    

     

    Article
      5 Defaulting Event and Resolution

     

    
      	1.	
              Defaulting
                Event

            


    

     

    Any
      of
      the following events shall constitute default of Guarantor against
      Creditor:

     

    
      	 	
              (1)

            	
              any
                representations, explanations or warranties made by Guarantor hereunder,
                or any notices, authorizations, licenses, consents, certificates
                and other
                documents made in accordance with or in relating to this Contract
                are
                incorrect or misleading at the time they are made, or have proven
                to be
                incorrect or misleading, or invalid or nullified or have no legal
                force.
                

            


    

     

    
      	 	
              (2)

            	
              Guarantor
                breaches any provision of the Article 4
                hereof.

            


    

     

    
      	 	
              (3)

            	
              Guarantor
                is wound up, reorganized, liquidated, administered or in trust, dissolved,
                unlicensed or deregistered, or bankrupted, or ceases its business
                or
                operation.

            


    

     

    
      	 	
              (4)

            	
              Guarantor
                is dead or declared dead, if it is natural
                person.

            


    

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    
      	 	
              (5)

            	
              Guarantor
                shifts or attempts to shift its assets away under the disguise of
                conjugal
                changes.

            


    

     

    
      	 	
              (6)

            	
              Guarantor
                experiences deteriorating financial situation or operating difficulties,
                or such other events that adversely influence Guarantor’s normal
                operation, financial conditions or debt-serving
                capacity.

            


    

     

    
      	 	
              (7)

            	
              Guarantor
                or its controlling shareholder, actual controller or associated parties
                are involved in significant action or arbitration, or its/their assets
                are
                detached, sealed, frozen, mandatory executed, or otherwise subjecting
                to
                such measures of equal force, or its/their legal representative,
                directors, overseers or executive officers are involved in action,
                arbitration or other mandatory proceedings which adversely influences
                Guarantor’s debt-serving capacity.

            


    

     

    
      	 	
              (8)

            	
              Guarantor
                otherwise acts against this Contract that prevents normal performance
                hereof, or infringes upon Creditor’s righteous interests.
                

            


    

     

    
      	2.	
              Resolution
                

            


    

     

    In
      the
      event of any default described above, Creditor shall have right to claim for
      earlier maturity or expiry of the principal credit and/or Crediting Period
      and
      require Guarantor to undertake its responsibility for guarantee or require
      Debtor to supplement security deposit, and in addition, require Guarantor to
      pay
      damages (to be calculated in accordance with Article 7 hereof). If the damages
      are insufficient to compensate for Creditor’s losses caused thereby, Guarantor
      shall compensate for them. 

     

    Article
      6 Other Provisions

     

    
      	1.	
              Applicable
                Law

            


    

     

    This
      Contract shall be governed by the laws of the People’s Republic of China
      (excluding Hong Kong Special Administrative Region, Macau Special Administrative
      Regio, and Taiwan).

     

    
      	2.	
              Dispute
                Resolution 

            


    

     

    Any
      dispute in relating to this Contract shall be settled through friendly
      negotiations. If negotiation fails, the court of the district in which Creditor
      is located shall have nonexclusive jurisdiction over such dispute. During the
      period of dispute, the Parties shall continue performing undisputed terms and
      conditions hereof. 

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    
      	3.	
              Miscellaneous
                Matters

            


    

     

    
      	
            	(1)	
              Any
                matter that is not specified herein and needs to be supplemented
                may be
                covenanted and written down by the Parties under Article 7 hereof,
                or
                otherwise specified in a written agreement to be attached hereto.
                The
                attachment(s) of this Contract constitute an inseparable part hereof
                and
                shall have equal legal force as this
                Contract.

            


    

     

    
      	
            	(2)	
              Unless
                otherwise specified in this Contract, relevant terms and expressions
                used
                herein shall bear the same meaning as they are used in the Master
                Contract.

            


    

     

    Article
      7 Contractual Elements 

     

    
      	1.	
              Master
                Contract Guaranteed Hereunder (corresponding to WHEREAS
                hereof)

            


    

     

    
      	
            	(1)	
              Master
                Contract refers to the Agreement
                on Line of Credit numbered
                79142007280056
                executed by Creditor and Debtor on September
                18, 2007,
                or contracts signed by Creditor and Debtor on continuous basis between
                September
                7, 2007 and
                _________.
                Creditor hereunder refers to Shanghai
                Pudong Development Bank - Shenzhen Branch as
                named in the Master Contract.

            


    

     

    
      	
            	(2)	
              Debtor
                under the Master Contract is Shenzhen Highpower Technology Company
                Limited., located in Shenzhen
                .

            


    

     

    
      	2.	
              Principal
                Credit Guaranteed Hereunder (Corresponding to Article 1
                hereof)

            


    

     

    The
      principal credit guaranteed hereunder shall be the credit of one or more types
      granted by Creditor to Debtor on continuous basis under the Master Contract
      between September
      7, 2007 and
      September
      7, 2008
      (“Crediting Period”), including but not limiting to various loans and debts
      accrued by provision of bank
      acceptance bills (name
      of
      intermediary business). The balance of the said principal credit shall not
      exceed maximum twenty-eight
      million, five hundred and seventy thousand (in
      words) RMB
      (currency)
      during the Crediting Period. If the principal credit is granted in other
      currency, it shall be converted into RMB at such rate as determined by Creditor
      at its discretion. 

     

    
      	3.	
              Settlement
                of Default (Corresponding to Article 5.2
                hereof)

            


    

     

    Damages:
      equal to one
      percent (in
      words) of the principal credit.

     

    
      	4.	
              The
                attachment(s) of this Contract shall include: (corresponding to Article
                6.3.(1) hereof)

            


    

     

    
      	5.	
              Other
                Matters agreed by the Parties (corresponding to Article 6.3(1)
                hereof)

            


    

     

    
      
        
          
          

        

        
          9

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    __________________________________________________________________________________

    __________________________________________________________________________________

    __________________________________________________________________________________

    __________________________________________________________________________________

    __________________________________________________________________________________

    __________________________________________________________________________________

     

    
      	6.	
              This
                Contract shall have 4
                originals,
                1
                is
                held by Guarantor and 2
                held
                by Creditor, which shall have equal legal force.
                

            


    

     

    (The
      rest
      part of this Page is intentionally left blank.)

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    (This
      page is for signature only.)

     

    In
      witness whereof, this Contract has been duly executed by the undersigned
      Guarantor and Creditor on September
      18, 2007
      where
      the Parties have carefully discussed and explained all the terms and conditions
      contained herein and have no doubts about them. Both Parties can correctly
      understand the legal meaning of their rights and obligations and restrictions
      or
      exemption on/of their responsibilities. 

     

    
      
        
          
          

        

        
          10

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    Guarantor
      (Stamp)        Creditor
      (Stamp)

     

    
 

    
      	
               Legal Representative or Authorized
                Agent

              (Stamp or signature)

            	
               Director or Authorized Agent

              (Stamp or signature)

            
	
              
(Applicable
              to Legal Person)	 


    

     

    
      	 	 	 	 
	/s/ Pan
              Dangyu	 	 	 
	
              

              Guarantor
                (Signature)

            	 	 	
            
	
              Valid Type of Identity Certificate and
                Number:

              
                
 (Applicable
                to Natural Person)

            	 	 	 


    

     

    
      	Address:	Business
              Address:
	 	 
	
              Postal Code:

              Tel:

              Fax:

              Email:

              Contact person:

            	
              Postal Code:

              Tel:

              Fax:

              Email:

              Contact person:

            


    

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          Shanghai
            Pudong Development Bank                                           Maximum
            Loan
            Guarantee Contract

        

         

      

    

    Format
      of
      Letter of Warranty issued by Guarantor’s spouse for consent to dispose shared
      properties (applicable if Guarantor is natural person)

     

    Attachment:

     

    Letter
      of Warranty on Consent to Execution of Properties Shared with My
      Husband

     

    No.:

     

    To:
      Shanghai Pudong Development Bank - Shenzhen Branch

     

    I,
      Yin
      Zhou-Tao
      (ID Card
      No.),
      as
      Guarantor Pan
      Dang-Yu’s
      legal
      spouse, hereby warranty as follows for the execution and performance of the
      Contract for Guarantee of Maximum Line of Credit (numbered: ZB7914200728056):

     

    I
      am
      fully informed of the said Contract signed by Pan
      Dang-Yu.
      I agree
      on the execution and performance of the Contract and I acknowledge that Creditor
      has right to dispose the properties shared with my spouse when Guarantor is
      subject to undertake the responsibility for guarantee in accordance with the
      Contract.

     

    
      	 	 	 	 
	 	 	 	/s/ Yin
              Zhou-Tao
	
            	 	 	
              
September
              8, 2007 
	 	 	 	
            


    

     

    Annex:

     

    1.
      Copy
      of my ID Card.

     

    2.
      Copy
      of my Marriage Certificate.

     

    
      
        
        

      

      
        12