Exhibit 10.42(a)


 


Maximum Amount Guaranty Contract


Contract No.: BZ162618000110


 


Guarantor: SHENZHEN HIGHPOWER TECHNOLOGY CO.,
LTD.


Address: Bldg. 1, No. 68, Xinsha Road, Pinghu
Street, Longgang District, Shenzhen 


Creditor: Bank of Jiangsu, Shenzhen Sub-branch.


Address: 19、20/F, Haiwangxingchen
Building, NO.2, Lanxiangyi Street, Zhongxin Road, Nanshan, Shenzhen.


 


In order to warranty the performance of debts
under item one of this contract, the guarantor provides the warranty to the creditor voluntarily, and the two parties entered into
this contract after equal negotiation.


 


Article 1: Master contract


 


The master contract hereunder is    A     .


 


A. The creditor and the debtor Icon
Energy System (Shenzhen) Company Limited entered into this contract of maximum amount comprehensive credit
line whose number is SX 162618000785, and has or will enter into the separate facility business contract, as
well as amendments and supplements.


 


B. The creditor and the debtor      ,
from     year   month   day    to    year month   day
, entered into the contracts of loans, bank acceptance drafts, trade financing, letter of guarantee, funds business, and other
agreement, as well as amendments and supplements.


 


Article 2: Primary credit and period


 


Except the period determined or agreed separately
in accordance with the laws, the actual credit under the master contract consists of the primary credit of the contract in the
below period:      A     .


 


A. From the effective date of “maximum
amount comprehensive credit line contract” in article one to the expiration date of facility period stipulated in this contract
and amendments or supplements.


 


B. From ___ year __ month ___ day __ to __
year __ month __ day under article one of this contract.


 


Article 3: Guarantee Coverage


 


The scope of guaranty of creditor hereunder
covers all debts occurred under this contract by the debtor, including but not limited to principals, interest expenses, compounded
interests, penalties, processing fees, default expenses, damage compensation, legal fees, escrow fees, taxation expenses, arbitration
fees, travel fees, assessment fees, auction fees, property preservation fees, compulsory execution fees and other expenses for
realization of the creditor’s right.


 




     


     


    

 


Article 4: Maximum amount of the guaranty


 


The maximum amount which the guarantee assumed
hereunder is at most no more than RMB ten million only. The maximum amount of guaranty hereon is loan principal balance
by total amount (means line of credit deducting the part of cash deposit) of use of loans and facility actually under the master
contract signed between creditor and debtor and in the period as mentioned in the contract deducting the part of repayment, excluding
the proceeds of payable except the principals stipulated in article 3, such as interest expenses and penalties, etc., but the guarantee
shall still assume the joint liquidated liability.


   


The guarantor agrees that the debtor can recycle
the loans under master contract, and agrees that the debtor can adjust the credit line of all kinds of loans within the line of
credit hereunder, and the guarantor shall assume the joint guarantee liability.


 


Article 5: The guarantor has read the
contract comprehensively and carefully and fully understands the master contract entered into between creditor and debtor, upon
the request of guarantor, the creditor has made the terms interpretation accordingly as for the master contract and the contract
hereunder, and the guarantor are fully aware of and understands the whole terms content of master contract and the contract hereunder,
and signed this contract with true willing. The guarantor is fully aware of the legal consequence for the conclusion and performance
of the master contract and the contract hereunder may give rise to, and fully confirms the obligations related to this contract.


 


Article 6: The guarantor shall assume
the responsibilities for all debts owed by the debtor to the creditor under the master contract, including the debts arising from
the prepayment requested by the creditor. After received the written notice sent by creditor, the guarantor shall perform the settlement
responsibilities according to the time, kinds of currency, amount, and method of settlement specified by the creditor, and commit
to the creditor that the creditor has the right to deduct all amount of guaranty from the guarantor’s account when the creditor
deems appropriate, if the deducted proceeds is foreign currency, the currency shall be calculated according to the bid price published
by the creditor at the deducted date.


 


Article 7: The guarantee obligation
of the guarantor (including the inheritor, assignee, and conservator of the guarantor) need continuity under this contract, shall
not affected by the change of the guarantor or the debtor (including but not limited to merger, split, recombination, conduct
title transaction or transactions of managerial authority by way of lease, contract, and so on). If the debtor’s subject
qualification ceases to exist before clear off the loans hereunder, or the debtor declares that its subject qualification cease
within six month from the date clear off all of loans leading to its foregoing repayment activity invalid, the guarantor’s
warranty obligations is still effective.


 


Article 8: The term of the guaranty
hereunder is from the date of effective to two years after expiration of the debts hereunder (including the maturity of extension
period).


 


Article 9: The guaranty obligations
under this contract shall not subject to be affected by any change for the terms and conditions of master contract agreed by both
creditor and debtor (including but not limited to amendments, supplements, and cancellations). If the creditor and debtor agree
to extension or delay the performance of the obligations hereunder, the contract hereunder shall continue to be valid.


 






     


     


    

 


In the event of the creditor transfers its
credit right to others in the period of guaranty according to the law, the guarantor continues to assume the guaranty responsibility
within the scope of the guaranty.


 


Article 10: The guarantor makes the
following commitment to the creditor unconditionally and irrevocably: if the debtor fails to or delays to fulfill the obligations
of master contract, or confirm the invalidity of the master contract in certain reason, or due to the guarantor fails to or delays
to perform any clause hereunder leading to a loss to the creditor, all of above shall be a debt payable for the guarantor to the
creditor.


 


Article 11: Whatever reasons leading
to the master contract invalid in law or part of terms invalid, the guarantor shall still assume the guaranty responsibility for
the debtor’s repayment liability in accordance with the terms listed hereunder. The guarantor pledge to monitor the debtor
to use the loans (facility), in the event of the debtor change the purpose of the loan, the guarantor shall still assume the guaranty
responsibilities.


 


Any tolerance, grace or postpone the exercise
of any right preferential by the creditor to the guarantor under this contract, shall not affect, damage, or restrict the creditor’s
all rights in accordance with the contract hereunder, laws and regulations, and normative documents, shall not deem as give up
the rights and benefit under this contract, and shall not affect any obligations assumed by the guarantor under this contract.


 


Article 12: If there is any collateral
security except this guarantee under this contract, the guarantor is willing to perform the joint guaranty responsibility prior
to collateral security on all guaranty debts.


   


Article 13: The guarantor is an entity
established in accordance with the laws, is qualified to identify the contract hereunder and perform joint guaranty responsibility.
In addition, signing this contract has obtained empowerment thereof, and the process of performing the contract has been completed.


 


Article 14: The guarantor to sign and
perform this contract is its real intension, is true and effective and legal, shall not affected by any relationship of any party
hereunder and others or other any events.


 


Article 15: The debts hereunder has
the equal position with guarantor’s other debts, shall be in the same compensation sequence.


 


Article 16: If the guarantor enters
into the counter guarantee contract with the debtor upon this contract, this counter guarantee contract shall not damage the creditor’s
any interests, and when the guarantor’s compensation arising from the counter guarantee contract and the creditor’s
claim are in the same sequence, the creditor shall be compensated prior to the guarantor.


The guarantor shall not request the debtor
to set up a counter guarantee by way of property pledge as to the obligations assumed by the debtor hereunder.


 


Article 17: The guarantor’s responsibility
shall decrease gradually with the decrease of the debts hereunder.


 


Article 18: The guarantor shall provide
the true, complete, valid financial statement and other relevant materials and information as required by the creditor.


 




     


     


    

 


Article 19: In the event of guarantor
change residence, mailing address, telephone number, the scope of business, and the legal representative, shall notice the creditor
in written within 10 days from the date of change events occurred.


 


Article 10: If notary organ grant enforceable
potency to this contract, guarantor agrees to be enforced and gives up the right of defense.


 


Article 21: The application of laws and
resolution of dispute


 


The signing, effectiveness, interpretation,
performance and settlement of disputes of this contract shall apply for the People's Republic of China's laws. If there are any
disputes based on this agreement, the contracting parties could attempt to resolve them through consultation. If negotiation fails,
shall resolve the disputes according to the following way of     B    :


 


B. Institute legal proceeding to the Court
of Shenzhen.


 


Article 22: This contract and any modifications
and supplement of it enter into force upon the date when it is signed or sealed and affixed with official seals by the legal representative
or entrusted agents of both parties.


 


Article 23: Other items appointed by both
parties.


 


The things which are not mentioned in this
contract should be explained and settled according to relevant laws, administrative laws and regulations, normative documents and
the related regulations of Bank of Jiangsu.


 


Article 24: This agreement is in triplicate,
Party A has one copy, Party B has two copies, three copies have the same legal effect.


   


	Guarantor (stamp): /s/ [COMPANY SEAL]	 
	Legal representative or agent:	 
	 	 
	Creditor (stamp): /s/ [COMPANY SEAL]	 
	Legal Representative or agent: