Acceptance
      Agreement

    


    No.
      64720092302008044

    


    Drawer
      (Party A): Changxing Chisen Electric Co., Ltd.

    Legal
      Representative (Principal): Xu Kecheng

    Add.:
      Changxing Economic Development Area 

    Postal
      Code: 313100 

    Tel.:
      86-572-6267588

    Fax:
      86-572-6267588

    


    Acceptor
      (Party B): China Construction Bank Changxing Branch Co., Ltd.

    Legal
      Representative (Principal): Chen Shuo 

    Add.:
      No.
      18 Front West Street Zhicheng Town Changxing Country 

    Postal
      Code: 313100

    Tel.:
      86-572-6024028

    Fax:
      86-572-6024028

    


    Party
      A
      applies to Party B for acceptance draft, the contents are as
      follows:

    
      	
              Draft
                No. 

            	 	
              Amount 

            	 	
              Date Drawn

            	 	
              Due Date

            	 	
              Payee’s Name

            	 	
              Account Number 

            	 
	
              EA/01
                00851130

            	
               

            	
              RMB10 million

            	
               

            	
              September 9, 2008

            	
               

            	
              March 9, 2009

            	
               

            	
              Jiangsu Xiangfa

              Battery Co., Ltd.

            	
               

            	
               

            	
              32001728036052502278

            	
               

            
	
              EA/01
                00851131

            	
               

            	
              RMB10
                million

            	
               

            	
              September
                9, 2008

            	
               

            	
              March
                9, 2009

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
               

            	
              32001728036052502278

            	
               

            
	
              EA/01
                00851132

            	
               

            	
              RMB10
                million

            	
               

            	
              September
                9, 2008

            	
               

            	
              March
                9, 2009

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
               

            	
              32001728036052502278

            	 


    

    


    Total
      of
      amount of draft (in words): thirty
      million Yuan Renminbi

    


    Article
      1
      Conditions for the acceptance by Party B:

    


    Unless
      being waived in whole or in part by Party B, only if the conditions set below
      have been met, Party B will agree to accept the preceding drafts: 

     

    
      	 	
              (1)

            	
              Party
                A has paid the security according to this Agreement;
                

            


    

    
      	 	
              (2)

            	
              Party
                A has paid acceptance commission and commitment fee according to
                this
                Agreement;

            


    

    
      	 	
              (3)

            	
              The
                guarantee of the article 3 of this Agreement has come into
                force;

            


    

    
      	 	
              (4)

            	
              Other
                conditions specified by both parties.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Article
      2
      Acceptance Fee

    


    
      	
              (1)

            	
              The
                acceptance commission shall be charged according to 0.05% of face
                value;

            


    

    
      	
              (2)

            	
              The
                acceptance commitment fee shall be paid in full according to 0.375%
                of the
                difference between the accepted amount and the security.
                

            


    

    


    Article
      3
      Acceptance Guarantee 

    


    1.
      Security

    


    For
      the
      accepted amount hereunder, Party A shall pay a security to Party B pursuant
      to
      September 9, 2008. 

    


    
      	
              Draft
                No. 

            	 	
              Amount 

            	 	
              Payee’s Name

            	 	
              Security Amount

            	 	
              Deposit Type

            	 	
              Account Number 

            	 
	
              EA/01
                00851130

            	
               

            	
              RMB10 million

            	
               

            	
              Jiangsu Xiangfa

              Battery Co., Ltd.

            	
               

            	
              RMB5 million

            	
               

            	
              Fixed deposit

            	
               

            	
              33001647235049000122#0#

            	
               

            
	
              EA/01 00851131

            	
               

            	
              RMB10 million

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              RMB5
                million

            	
               

            	
              Fixed
                deposit 

            	
               

            	
              33001647235049000122#0#

            	
               

            
	
              EA/01
                00851132

            	
               

            	
              RMB10
                million

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              RMB5
                million

            	
               

            	
              Fixed
                deposit 

            	
               

            	
              33001647235049000122#0#

            	 


    

    


    
      	
              2.

            	
              Other
                Guarantee

            


    

    Zhejiang
      Chisen Glass Co., Ltd., Xu Kecheng and his spouse will act as guarantors.


    


    Article
      4
      After Party B’s acceptance of the draft, both parties agree as
      follows:

    


    
      	
              1.

            	
              Party
                A shall, pursuant to the due date of the draft, deposit the amount
                in full
                to Party B’s account (account number:
                33001647242050000065).

            


    

    
      	
              2.

            	
              Party
                B shall unconditionally pay for money upon the draft on the due date.
                

            


    

    
      	
              3.

            	
              If
                Party A fails to pay the money in full according to subsection 1
                hereinbefore and this leads to Party A’s disbursement, Party B shall be
                entitled to collect an interest of 0.05% of the unpaid money on Party
                A.
                

            


    

    


    Article
      5
      Breach of Agreement 

    


    
      	
              1.

            	
              Party
                A’s breach of agreement

            


    

    
      	 	
              (1)

            	
              Fail
                to pay the money in full and on
                time;

            


    

    
      	 	
              (2)

            	
              Fail
                to repay the principal and interest of disbursement pursuant to section
                4
                hereof;

            


    

    
      	 	
              (3)

            	
              Involved
                in other matters leading to its lose of capacity to perform this
                Agreement.

            


    

    


    
      	
              2.

            	
              Liability
                for breach of agreement

            


    

    
      	 	
              (1)

            	
              For
                Party A’s failure mentioned in abovementioned first subsection, Party B
                shall be entitled to deduct from Party A’s security account and its
                accounts opened in Party B and in the system of China Construction
                Bank
                the money to offset the draft;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              For
                Party A’s failure mentioned in abovementioned second subsection, Party B
                shall be entitled to deduct the principal and interest of disbursement
                from Party A’s accounts opened in Party B and in the system of China
                Construction Bank;

            


    

    
      	 	
              (3)

            	
              For
                Party A’s other failure, Party B shall be entitled to:
                

            


    

    
      	 	
              A.

            	
              terminate
                this Agreement;

            


    

    
      	 	
              B.

            	
              require
                Party A to add acceptant security; and


            


    

    
      	 	
              C.

            	
              require
                Party A to deposit money payable in advance in the event of un matured
                draft and Party A’s failure to pay money payable in
                full.

            


    

    


    Article
      6
      Others 

    


    Party
      B
      shall authorize China Construction Bank Changxing Branch to, in its name, manage
      the performance of this Agreement, enjoy the rights hereunder and fulfill the
      obligations hereunder. 

    


    Article
      7
      Effectiveness

    


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

    


    Article
      8
      Termination 

    


    This
      Agreement shall be terminated on condition that Party A has paid for the draft
      in full, or Party A has paid off the disbursement by Party B and other relevant
      fees (including, but not limited to, legal cost, property protection fee,
      arbitration fee, attorney’s fee, etc.) paid by Party B in order to recover the
      principal and interest of the disbursement. 

    


    Article
      9
      Applicable Law and Dispute

    


    This
      Agreement shall be governed by Chinese laws.

    


    Any
      dispute arising from this Agreement shall be settled through consultation.
      In
      case no settlement can be reached through consultation, any party may refer
      such
      dispute to the court of the place in which the drawer is located.
      

    


    Article
      10 Counterparts 

    


    This
      Agreement shall be executed in three copies, one for each of the drawer,
      acceptance bank and the guarantor, each of which shall be equally authentic.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    Legal
      representative: /s/ Xu Kecheng

    


    Acceptance
      bank: China Construction Bank Changxing Branch Co., Ltd. (seal)

    Authorized
      representative: /s/ Chen Shuo

    


    Date:
      September 9, 2008