AMENDMENT

      THIS AMENDMENT (the "Amendment") is made and entered into as of ________,
2007 by and between CHINA POWER EQUIPMENT, INC., a Maryland corporation (the
"Company"), with headquarters located at Yasen Industry Center, 4th Floor, No.15
Gao Xin 6th Road, Hi-tech Industrial Development Zone, Xi'an, Shaanxi, CHINA
710075, and ______________ ( the "Purchaser").

                                    RECITALS

      WHEREAS, the Company and the Purchaser entered into a Preferred Stock and
Warrant Purchase Agreement as of _______, 2007 pursuant to which the Purchaser
purchases shares of the Company's Series A Convertible Stock and the Common
Stock Purchase Warrants (the "Agreement"); and

      WHEREAS, the Company and the Purchaser wish to amend the Agreement as set
forth herein; and

      NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
covenants and obligations set forth herein, the Company and the Purchaser hereby
agree as follows:

                                    ARTICLE I

                                    AMENDMENT

      1. Amendment to Section 1.1 of the Agreement. The reference to "the
Company" in the eighth line of Section 1.1 of the Agreement shall be deleted and
"the Purchaser" shall be substituted therefor.

      2. Amendment to Section 4.2 of the Agreement. Section 4.2 of the Agreement
shall be deleted in its entirety and replaced with following:

      "Securities Laws; Disclosure; Press Release. The Company agrees to file a
Form D with respect to the Securities with the SEC as required under Regulation
D."

      3. Amendment to Section 4.6 of the Agreement. Section 4.6 of the Agreement
shall be deleted in its entirety and replaced with as the following:

      " 4.6 Conversion.

      (i) Each share of Series A Preferred Stock is convertible into shares of
Common Stock at the option of the holder thereof at the rate of 43.98 shares of
Common Stock per share of Series A Preferred Stock (the "Conversion Rate");
provided, however, that the aggregate number of Shares of Common Stock which may
be issued upon conversion of the Series A Preferred shall be no more than 5
million shares. No fractional shares of Common Stock may be issued upon the
conversion of any share or shares of the Series A Preferred Stock into Common
Stock, and the number of shares of Common Stock to be issued shall be rounded up
<PAGE>

to the nearest whole share. The Conversion Rate shall be appropriately adjusted
in the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, or similar change in the corporation's Common Stock. In
the event that no registration statement is effective for the sale or re-sale of
the Common Stock issuable upon conversion, the corporation may deliver
restricted Common Stock upon conversion. Except as set forth herein, neither the
corporation nor any holder of Series A Preferred shall have the right to
convert, or require the conversion of, Series A Preferred into Common Stock or
any other security or property of the corporation or any other person.

      (ii) Mechanics of Conversion. Any holder of the Series A Preferred may
deliver or cause to be delivered a notice to the corporation (A) stating that
such holder wishes to convert the Series A Preferred ; (B) setting forth the
number of full shares of Common Stock to be issued due to such conversion as
determined in accordance with this Section (4.6)(i); (C) surrendering the Series
A Preferred certificate in exchange for a Common Stock certificate representing
the number of shares into which such holder's Series A Preferred will be
converted. The person entitled to receive the shares of Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder of
such shares of Common Stock at and after such time."

      4. Amendment to Form of Warrant. The Form of Warrant shall be restated as
in Exhibit A. Upon presentation and surrender of the original Warrant to the
Company, a new Warrant will be issued to the Holder within five (5) business
days.

                                   ARTICLE II

                                  MISCELLANEOUS

      1. Amendments. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the
Agreement. The parties agree that the Agreement, as amended hereby, shall
continue to be legal, valid, binding and enforceable in accordance with its
terms.

      2. Survival of Representations and Warranties. All express, written
representations and warranties contained in the Agreement shall survive the
execution and delivery of this Amendment.

      3. Headings. The section headings contained in this Amendment are for
purposes of convenience only, and shall in no way bear upon the construction or
interpretation of this Amendment.

      4. Entire Agreement. This Agreement contains the entire agreement between
the Company and the Purchaser and shall be binding upon and inure to the benefit
of each party. Except as set forth in the Agreement, as amended hereby, no
representations, warranties or promises have been made or relied upon by the
Company or the Purchaser in entering into the Agreement or this Amendment. The
Agreement, as amended hereby, shall prevail over prior communications between
the Company and the Purchaser or their representatives regarding the matters
contained herein.


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<PAGE>

      5. Modification and Waiver. This Amendment may not be modified or amended
except by an instrument or instruments in writing signed by the parties hereto.
No waiver of any of the provisions of this Amendment shall be deemed, or shall
constitute, a waiver of any other provisions, whether or not similar. No waiver
shall be binding unless executed in writing by the party making the waiver.

      6. Counterparts. This Amendment may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      7. Severability. The provisions of this Amendment are severable, and the
invalidity of any provision shall not affect the validity of any other
provisions.

      8. Binding Effect. This Amendment shall be binding upon, and shall inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.

      9. Governing Law. This Amendment, its validity, interpretation and
performance shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.


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<PAGE>

      IN WITNESS WHEREOF, this Amendment has been executed and is effective as
of the date hereof.

COMPANY:

CHINA POWER EQUIPMENT, INC.

By:
         -------------------------------
         Name:    Yongxing Song
         Title:   President

PURCHASERS:

By:
         -------------------------------
         Name:
         Title:


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