Loan
      Contract (Short Term)

     

    Changxing
      2008 Ren Jie 059

    


    Borrower:
      Changxing Chisen Electric Co., Ltd.

    Business
      License No.: 330500400005429(1/1)

    Legal
      Representative: Xu Kecheng

    Address:
      Changxing Economic Development Zone

    Deposit
      Band and Account No.: Bank of China, 890020742008093001

    Tel:
      6267588

    Zip
      Code:
      313100

    


    Lender:
      Bank of China Changxing Branch

    Person
      in
      Charge: Yao Beiyong

    Address:
      South Jinling Road, Zhicheng Town

    Tel:
      6026438

    Zip
      Code:
      313100

    


    This
      Contract is entered into by and between the Borrower and the Lender after
      friendly consultation in respect of the Lender’s lending loan to the Borrower
      and both parties hereby agree as follows:

    


    Article
      1 Loan
      Amount 

    


    The
      loan
      amount under this Contract shall be RMB20
      million (say twenty million Yuan Renminbi).
      

    


    Article
      2 Loan
      Period

    


    The
      loan
      period under this Contract shall be 12
      months.


    


    Article
      2 Loan
      Purpose 

    


    The
      Borrower shall use the loan as cash
      flow.

    


    Article
      4 Loan
      Rate
      and Interest Settlement 

    


    
      	
              1.

            	
              The
                loan interest shall be a fixed interest of 8.217%.

            


    

    
      	
              2.

            	
              The
                interest will be calculated from the date of the actual withdrawal
                of
                money and according to the formula: interest = principal X actual
                number
                of days X daily interest rate.

            


    

    
      	
              3.

            	
              The
                loan interest will be settled quarterly, the twentieth day of each
                month
                shall be the expiry date for
                interest.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.

            	
              If
                the Borrower fails to repay the loan, the penalty interest will be
                charged
                on the part in arrears from the date of such default. The penalty
                interest
                rate shall be 50%
                on
                the basis of the loan rate specified in section 1
                hereof.

            


    

    


    Article
      5 Withdrawal
      of Loan

    


    The
      withdrawal may be conducted provided that the Borrower satisfies the following
      conditions:

    


    
      	(1)	
              This
                Contract and its attachments have taken
                effect;

            


    

    
      	(2)	
              The
                Borrower has provided guarantee as required by the Lender, the guarantee
                contract has taken effect and has been approved, registered or filed.
                

            


    

    
      	(3)	
              The
                Borrower has left to the Lender the document, bill, stamp, list and
                signature sample in relation to this
                loan;

            


    

    
      	(4)	
              The
                Borrower has opened an account necessary
                hereto;

            


    

    
      	(5)	
              The
                Borrower has submitted written application 1-3
                working days in advance.

            


    

    


    Article
      6 Withdrawal
      Time and Method

     

    The
      Borrower shall make one-time withdrawal on August 18, 2008. 

    


    Article
      7 Repayment
      

    


    
      	1.	
              The
                Borrower shall be required to repay all loans under this Contract
                upon the
                expiration hereof. 

            


    

    
      	2.	
              Except
                as otherwise specified herein, in the event of concurrent arrear
                of the
                principal and the interests, the Borrower shall be entitled to decide
                the
                order of repayment. 

            


    

    
      	3.	
              Except
                as otherwise specified herein, the Borrower shall be entitled for
                early
                repayment upon sending a 1-3
                working
                days’ written notice to the bank. 

            


    

    
      	4.	
              The
                Borrower shall, not later than 1-3
                working
                days prior to the expiration of each sum of principal and interest,
                deposit sufficient money under its account.


            


    

    


    Article
      8 Guarantee
      

    


    This
      Contract should be guaranteed by Zhejiang Changxing Lvsheng New Light Source
      Co., Ltd., which shall provide the maximum guarantee. 

    


    Article
      9
      Declaration and Commitment

    


    1. The
      Borrower declares:

    


    
      	 	
              (1)

            	
              The
                Borrower is registered according to law and exists lawfully and has
                complete civil right and behavior capacity to sign and perform this
                Contract.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (2)

            	
              The
                signing and performance of this Contract shall be an authentic
                representation of the Borrower and have been granted with a legal
                and
                valid authorization.

            


    

    
      	 	
              (3)

            	
              All
                documents, financial statement and other materials provided by the
                Borrower are true, complete, accurate and effective.
                

            


    

    


    2. The
      Borrower shall make such commitment that-

    


    
      	 	
              (1)

            	
              it
                will submit its financial statement and other relevant materials
                to the
                Lender at regular time;

            


    

    
      	 	
              (2)

            	
              it
                will accept the inspection and supervision by the Lender;
                and

            


    

    
      	 	
              (3)

            	
              it
                will make repayment of the loan prior to its shareholder’s loan thereot.
                

            


    

    


    Article
      10 Breach
      of
      Contract

    


    The
      following events shall constitute a breach of this Contract:

    


    
      	(1)	
              The
                Borrower fails to repay the loan pursuant to this
                Contract;

            


    

    
      	(2)	
              The
                Borrower fails to use the loan for the purpose as specified
                herein;

            


    

    
      	(3)	
              The
                Borrower make untrue statement or violates its commitment herein.
                

            


    

    


    The
      Borrower: Changxing Chisen Electric Co., Ltd. (seal)

    Legal
      representative: Xu Kecheng (signature)

    Date:
      January 11, 2008

    


    Article
      11 Right Reservation 

    


    If
      either
      party fails to fulfill its rights in whole or in part, or fails to requires
      the
      other party to undertake the obligation in whole or in part, it will no
      constitute such party’s waiver of its such right. 

    


    Article
      12 Change, Modification and Termination 

    


    This
      Contract may be changed upon consultation between both parties in writing,
      and
      any change shall constitute an integral part hereof. 

    


    Except
      as
      otherwise specified herein, this Contract may not be terminated before
      completely performance of all rights and obligations hereunder. 

    


    Except
      as
      otherwise specified herein, the ineffectiveness of any provision hereof shall
      not affect the legal effect of other provisions. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
      13 Applicable Law and Dispute

    


    This
      Contract shall be governed by Chinese laws.

    


    Any
      dispute arising from this Contraction shall be settled through consultation.
      In
      case no settlement can be reached through consultation, any party may refer
      such
      dispute to the court of competent jurisdiction. 

    


    Article
      14 Fees

    


    Except
      as
      otherwise specified herein, the fees (including, but not limited to, the
      attorney’s fee) arising from the signing and performance of this Contract and
      dispute settlement shall be born by the Borrower. 

    


    Article
      15 Effectiveness 

    


    This
      Contract shall take effect since being signed and sealed by both parties.


    


    This
      Contract shall be executed in two copies, one copy for each party, each of
      which
      shall be equally authentic. 

    


    Borrower:
      Changxing Chisen Electric Co., Ltd. (seal)

    Authorized
      representative: /s/ Xu Kecheng

    Date:
      August 15, 2008

    


    Lender:
      Bank of China Changxing Branch (seal)

    Authorized
      representative:    /s/ Authorized Representative 

    Date:
      August 15, 2008