Acceptance
      Agreement of Commercial Bill

     

    No.
      Changxing 2008 Rendui 1025

    


    Applicant:
      Changxing Chisen Electric Co., Ltd.

    License
      No.:330500400005429(1/1)

    Legal
      Representative or Person in Charge: Xu Kecheng

    Address:
      Changxing Ecnomic Development Zone

    TEL:6267588

    Acceptance
      Bank: China Bank Co., Ltd. Changxing Branch

    Legal
      Representative or Person in Charge: Yao Beiyong

    Adress:
      Changxing

    TEL:60266438

    


    The
      Applicant applies to the Acceptance Bank for commercial bill, and after
      consultation, both parties hereby enter into this Agreement to evidence the
      aforesaid. 

    


    Article
      1. The Applicant issues 9 commercial bills total amount 20,000,000.00 yuan,
      RMB
      twenty million yuan.( see annex for the detail of acceptance bill)

    


    Article
      2. The Acceptance Applicant (hereinafter refer red to as the Applicant) applies
      the abovesaid bill from the Acceptance Bank, and shall strictly comply with
      of
      the Law of Bill of the Peoples Republic of China ,Measures for Payment and
      Settlement of an Account , regulations and the following clauses:

    I.
      The
      Applicant shall deposit the amount of the bill in its account opened in the
      acceptance bank before the due date, Account No.:20742008093001

    II.
      The
      Applicant shall deposit 50% of the face value of the acceptance bill, RMB ten
      million yuan in the account specially used for security in the acceptance bank
      as the acceptance security(Opening bank:Bank of China Changxing Branch, Name:
      Changxing Chisen Electric Co., Ltd. Account No.:20742008093001 used for
      acceptance security of the payment for the bill. The Applicant shall keep the
      account in special management. It could not draw money from the special account
      without the written consent from the Acceptance Bank,. Both Parties agrees
      that
      the security interest shall be calculated in accordance with the (c) clause
      (subject to the corresponding rate of the Acceptant Bank on the date when the
      security is deposit)

    (a)
      Current deposit

    (b)
      3
      months fixed deposit

    (c)
      6
      months fixed deposit

    3.The
      acceptance expense shall be charged according to 0.05% of face value and shall
      be paid in a lump sum. The Acceptance Bank owns the right to deduct the expense
      from the security account of the Applicant opened in it.

    4.
      The
      Applicant shall pay exposure commitment fee according to 0.75% of the
      10,000,00000 yuan, the balance between the face value amount and the acceptance
      security before or on the due date of the acceptance bill, by transferring
      the
      money into the account of the Acceptance Bank 99000405333001. The Acceptance
      Bank has the right to deduct the exposure commitment fee directly from the
      account which the Applicant opened in Acceptance Bank


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.The
      Applicant entrusts the Acceptance Bank to print the bill in accordance with
      the
      terms prescribed in Article 1 After system processing in the Acceptance Bank.
      The Applicant is responsible for checking the bill and c hop on the bill. Unpon
      the Applicant seals on the bill, it shall be deemed that the Applicant issues
      the bill. The bill printed by the Acceptance Bank entrusted by the Applicant
      has
      equal legal force as the bill drew by the Applicant in person.

    6.The
      Applicant shall open Renminbi or foreign currency accounts in accordance with
      the requirements of the Acceptance Bank, and accounting shall be made in the
      account.

    7.
      On the
      validity date of the bill, the Acceptance Bank can deduct the security from
      the
      security account without notice in advance to the Applicant and deduct from
      the
      accounting account the insufficient amount after the security amount is
      deducted.

    8.
      The
      Applicant shall pay all the expenses to the Acceptance Bank or to other third
      party in connection with the implementation of the Agreement and shall be liable
      for the losses to the Acceptance Bank caused by the Applicant’s breach of the
      Agreement.

    9.
      In any
      cases as following, the Acceptance Bank has the right to cancel the agreement
      unilaterally or terminate or call for due date wholly or in part prior to the
      validity date and require the Applicant to pay the bill in
      advance.:

    (1)The
      Applicant makes false statement or fails to keep promise in Article
      3;

    (2)The
      Applicant breaches other Articles of the Agreement;

    (3)The
      sponsor breaches the Agreement or breaches other Agreement with the Acceptance
      Bank.

    


    Article
      3 Statement of Guarantee

    The
      Applicant states that: 

    (1)It
      is
      a legal person subject to the law of People’s Republic of China, owning the
      right to conduct business with necessary rights and authority and has legal
      right to treat its assets.;

    (2)It
      signs and implements this Agreement on its true willing with legal and valid
      authority in accordance with its Article of Associate and regulations upon
      without infringements of other agreement, contract or other legal
      documents

    (3)The
      Applicant guarantees that the materials and documents are accurate, authentic,
      complete and effective.

    The
      Applicant guarantees that:

    (1) It
      shall
      comply with the Law of Bill of the Peoples Republic of China ,Measures for
      Payment and Settlement of an Account , regulations and the clauses in the
      Agreement

    (2) 
      The Bill
      in this Agreement is based on legal business , and it shall bear all the
      responsibility of the legality 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (3) 
      It shall
      provide information in accordance with the requirements of the Acceptance Bank
      including but not limited to information or materials on its operation,
      financial report, statement and shall be responsible for the veracity
      ,authenticity and validity of the information.

    


    Article
      4 Disclosure of the Affiliates
      and Affiliate Business

    The
      two
      Parties agrees the (1) clause

    
      	 	
              (1)

            	
              The
                Applicant is not listed in the Group Customer Credit-committing Risks
                in
                Commercial Banks.

            


    

    


    Article
      5
      Guarantee

    The
      acceptance security of the payable amount shall be made in the (1) (2)
      forms:

    (1)Zhejiang
      Changxing Chisen New Light Source Co., Ltd provides the jointly liability
      guarantee, signing Maximum Guarantee Agreement No. Changxing 2008 Renbao 034;
      Xu
      Kecheng provides the jointly liability guarantee, signing the Maximum Guarantee
      Agreement No. Changxing 2008 Renbao 035

    (2)
      Changxing Chisen Electrics Co., Ltd provides montage guarantee, signing Maximum
      Montage Agreement No. Changxing 2008 Rendi 021, No. Changxing 2008 Rendi
      022

    


    Article
      6
      Any dispute in connection with the implementation of the Agreement shall be
      settled by negotiation. If the dispute cannot be settled, it shall be solved
      in
      the (2) method:

    (2)
      Bring
      lawsuit before the People’s Court with jurisdiction right.

    


    During
      the period of settlement, the other clauses shall be implemented in case that
      the dispute does not influence the implementation of other
      clauses,.

    


    Article
      7
      The Agreement shall come into force once after being signed and sealed by the
      legal representatives or entrusted person.

    The
      Agreement is made in duplicate with the Applicant and the Acceptance Bank
      holding one origin with equal legal force.

    


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

    Legal
      Representative or Person in Charge: /s/ Xu Kecheng (signature)

    Date:
      September 18th,
      2008

    


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

    Legal
      Representative or Person in Charge: /s/ Yao Beiyong (signature)

    Date:
      September 18th,
      2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Description
      of Bank Acceptance Draft

    


    
      	
              Drawer’s
                Name

            	
               

            	
              Drawer’s
                Account

            	
               

            	
              Paying
                Bank

            	
               

            	
              Bank
                No.

            	
               

            
	
              Changxing
                Chisen Electric Co., Ltd.

            	
               

            	
              20742008093001

            	
               

            	
               

            	
               

            	
              China
                Construction Bank 

              Changxing
                Branch

            	
               

            	
              45334

            	
               

            
	
              Drawer’s
                Information

            	
               

            	
               

            	
               

            	
              Amount

            	
               

            	
              Date
                

              Drawn

            	
               

            	
              Due Date

            	
               

            
	
              Order

            	
               

            	
              Company
                Name

            	
               

            	
              Account
                No.

            	
               

            	
              Opening
                Bank

            	
               

            	
              Bank
                

              No.

            	
               

            
	
              1

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              2

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              3

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              4

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              5

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              6

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              7

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              8

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              9

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              10

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              11

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              12

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              13

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB1,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              14

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB2,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              15

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
              RMB2,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              16

            	
               

            	
              Jiangsu
                Xiangfa Battery Co., Ltd.

            	
               

            	
              32001728036052502278

            	
               

            	
              China
                Construction Bank Xuyu Branch

            	
               

            	
               

            	
               

            	
               

            	
              RMB10,000,000.00

            	
               

            	
              Sept.
                19, 2008

            	
               

            	
              March
                19, 2009

            	
               

            
	
              Total
                

            	
              RMB20,000,000.00
                (in words: twenty million Yuan Renminbi)


            


    

     

    Acceptance
      Bank (seal): China Construction Bank Changxing Branch

     

    Signature:
      

     

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

     

    Signature:
      Xu Kecheng