THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACTS AND
      AN
      OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    
      	
              $575,000
                

            	 	
              New
                York, New York 

              October
                17, 2008

            


    

    


    CHINA
      WIND SYSTEMS, INC.

    


    17.4%
      SUBORDINATED NOTE DUE APRIL 17, 2009

    


    FOR
      VALUE
      RECEIVED, China Wind Systems, Inc., a Delaware corporation (the “Company”),
      hereby promises to pay to the order of Eos Holdings LLC, the principal amount
      of
      Five Hundred Seventy Five Thousand Dollars ($575,000) on or before April 17,
      2009 (“Maturity Date”). Interest on the outstanding principal balance shall be
      paid at the rate of seventeen and four-tenths percent (17.4%) per annum, payable
      monthly in arrears, with the first interest payment being payable on November
      17, 2008, being one month after the date of issuance of this Note, and on the
      same day of each month thereafter until the Note shall be paid in full or the
      Note shall have been converted in accordance with Article 2 of this Note. Each
      such date is referred to as an Interest Payment Date. Interest shall be paid
      to
      the record holder of this Note on the second business day before the Interest
      Payment Date. Accrued interest shall also be payable at such time as any payment
      of principal of this Note is made. Interest shall be computed on the basis
      of a
      365-day year and the number of days actually elapsed. 

     

    ARTICLE
      1.

    Events
      of Default and Acceleration

    


    (a) Events
      of Default Defined. The entire unpaid principal amount of this Note,
      together with interest thereon shall, on written notice to the Company given
      by
      the holder of this Note, forthwith become and be due and payable if any one
      or
      more the following events (“Events of Default”) shall have occurred (for any
      reason whatsoever and whether such happening shall be voluntary or involuntary
      or be affected or come about by operation of law pursuant to or in compliance
      with any judgment, decree, or order of any court or any order, rule or
      regulation of any administrative or governmental body) and be continuing. An
      Event of Default shall occur:

    


    (i) if
      failure shall be made in the payment of the principal of the Note when and
      as
      the same shall become due and such failure shall continue for a period of five
      (5) business days after such payment is due; or

     

    (ii) if
      failure shall be made in the payment of any installment of interest of the
      Note
      when and as the same shall become due and payable whether at maturity or
      otherwise and such failure shall continue for ten (10) days after the date
      such
      payment is due; or

     

    (iii) if
      the
      Company shall violate or breach any of the representations, warranties and
      covenants contained in the Note and such violation or breach shall continue
      for
      thirty (30) days after written notice of such breach shall been received by
      the
      Company from the holder of Note, such notice to specify in reasonable detail
      the
      nature of the breach; or

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iv) if
      the
      Company or any Material Subsidiary (which term shall mean any subsidiary of
      the
      Company which would be considered a significant subsidiary, as defined in Rule
      1-02 of Regulation S-X of the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (the
“Securities Act”)) shall consent to the appointment of a receiver, trustee or
      liquidator of itself or of a substantial part of its property, or shall admit
      in
      writing its inability to pay its debts generally as they become due, or shall
      make a general assignment for the benefit of creditors, or shall file a
      voluntary petition in bankruptcy, or an answer seeking reorganization in a
      proceeding under any bankruptcy law (as now or hereafter in effect) or an answer
      admitting the material allegations of a petition filed against the Company
      or
      any Material Subsidiary, in any such proceeding, or shall by voluntary petition,
      answer or consent, seek relief under the provisions of any other now existing
      or
      future bankruptcy or other similar law providing for the reorganization or
      winding up of corporations, or an arrangement, composition, extension or
      adjustment with its or their creditors, or shall, in a petition in bankruptcy
      filed against it or them be adjudicated a bankrupt, or the Company or any
      Material Subsidiary or their directors or a majority of its stockholders shall
      vote to dissolve or liquidate the Company or any Material Subsidiary other
      than
      a liquidation involving a transfer of assets from a Subsidiary to the Company
      or
      another Subsidiary; or

     

    (v) if
      an
      involuntary petition shall be filed against the Company or any Material
      Subsidiary seeking relief against the Company or any Material Subsidiary under
      any now existing or future bankruptcy, insolvency or other similar law providing
      for the reorganization or winding up of corporations, or an arrangement,
      composition, extension or adjustment with its or their creditors, and such
      petition shall not be vacated or set aside within ninety (90) days from the
      filing thereof; or

     

    (vi) if
      a
      court of competent jurisdiction shall enter an order, judgment or decree
      appointing, without consent of the Company or any Material Subsidiary, a
      receiver, trustee or liquidator of the Company or any Material Subsidiary,
      or of
      all or any substantial part of the property of the Company or any Material
      Subsidiary, or approving a petition filed against the Company or any Material
      Subsidiary seeking a reorganization or arrangement of the Company or any
      Material Subsidiary under the Federal bankruptcy laws or any other applicable
      law or statute of the United States of America or any State thereof, or any
      substantial part of the property of the Company or any Material Subsidiary
      shall
      be sequestered; and such order, judgment or decree shall not be vacated or
      set
      aside within ninety (90) days from the date of the entry thereof;
      or

     

    (vii) if,
      under
      the provisions of any law for the relief or aid of debtors, any court of
      competent jurisdiction shall assume custody or control of the Company or any
      Material Subsidiary or of all or any substantial part of the property of the
      Company or any Material Subsidiary and such custody or control shall not be
      terminated within ninety (90) days from the date of assumption of such custody
      or control.

     

    (b) Rights
      of Note Holder. Nothing in this Note shall be construed to modify, amend or
      limit in any way the right of the holder of this Note to bring an action against
      the Company.

     

    ARTICLE
      2.

    The
      Pledge and Conversion Right Agreement

    


    (a) Rights
      under Pledge and Conversion Right Agreement. The holder of this Note shall
      be entitled to the benefits of the holder pursuant to a pledge and conversion
      right agreement (the “Pledge and Conversion Right Agreement”) dated the date of
      this Note by and between Jianhua Wu and the initial holder of this
      Note.

     

    
      
         

      

      
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    (b) Effect
      of Exercise of Rights under Pledge and Conversion Right Agreement. In the
      event that the holder of this Note shall exercise rights to convert any or
      all
      of the principal amount of this Note into shares of the Company’s common stock
      owned by Jianhua Wu and held in escrow pursuant to the Pledge and Conversion
      Right Agreement, to the extent that any principal amount of the Note shall
      be
      converted, (i) the principal amount of this Note shall be reduced by the
      principal amount so converted, (ii) no interest shall be paid with respect
      to
      any Interest Payment Date which occurs subsequent to the date that notice of
      conversion is given pursuant to the Pledge and Conversion Right Agreement,
      and
      (iii) the Company shall have no further obligation with respect to the principal
      amount so converted.

     

    ARTICLE
      3.

    Subordination

    


    (a) Agreement
      of Subordination. The Company, for itself, its successors and assigns,
      covenants and agrees, and the Holder of this Note by his or her acceptance
      of
      this Note likewise covenants and agrees, that the payment of the principal
      of
      and interest on this Note is hereby expressly subordinated, to the extent and
      in
      the manner hereinafter set forth, to the prior payment in full of all Senior
      Indebtedness, as hereinafter defined. The provisions of this Article 3 shall
      constitute a continuing offer to all persons who, in reliance upon such
      provision, become holders of, or continue to hold, Senior Indebtedness, and
      such
      provisions are made for the benefit of the holders of Senior Indebtedness,
      and
      such holders are hereby made obligees hereunder the same as if their names
      were
      written herein as such, and they and/or each of them may proceed to enforce
      such
      provisions.

    


    (b) Company
      Not to Make Payments with Respect to Note in Certain
      Circumstances.

    


    (i) Upon
      the
      maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise,
      all principal thereof and premium, if any, and interest thereon shall first
      be
      paid in full, or such payment duly provided for in cash or in a manner
      satisfactory to the holder or holders of such Senior Indebtedness, before any
      payment is made by the Company (A) on account of the principal of or interest
      on
      this Note or (B) to acquire this Note.

    


    (ii) Upon
      the
      happening of an event of default with respect to any Senior Indebtedness, as
      such event of default is defined therein or in the instrument under which it
      is
      outstanding, permitting the holders to accelerate the maturity thereof, then,
      unless and until such event of default shall have been cured or waived or shall
      have ceased to exist, no payment shall be made by the Company (A) on account
      of
      the principal of or interest on this Note or (B) to acquire this
      Note.

    


    (iii) Subject
      to Paragraphs 3(b)(i) and (ii), as long as any Senior Indebtedness shall be
      outstanding, (A) the Company shall not make any payment of principal on this
      Note except upon the Maturity Date, and (B) the Company may pay interest on
      this
      Note as long as the payment of such principal or interest will not result in
      an
      event of default under the terms of the instruments pursuant to which the Senior
      Indebtedness is issued.

    


    (iv) 
      In the
      event that, notwithstanding the provision of this Paragraph 3(b), the Company
      shall make any payment to the Holder of this Note on account of the principal
      of
      or interest on this Note after the happening of a default in payment of the
      principal of or premium, if any, or interest on Senior Indebtedness or after
      receipt by the Company of written notice of an event of default with respect
      to
      any Senior Indebtedness, then unless and until such default or event of default
      shall have been cured or waived or shall have ceased to exist, such payment
      shall be held by the holder of this Note in trust for the benefit of, and shall
      be paid forthwith over and delivered to, the holders of Senior Indebtedness
      (pro
      rata as to each of such holders on the basis of the respective amounts of Senior
      Indebtedness held by them) or their representative or the trustee under the
      indenture or other agreement (if any) pursuant to which any instruments
      evidencing any Senior Indebtedness may have been issued, as their respective
      interests may appear, for application to the payment of all Senior Indebtedness
      remaining unpaid to the extent necessary to pay all Senior Indebtedness in
      full
      in accordance with the terms of such Senior Indebtedness, after giving effect
      to
      any concurrent payment or distribution to or for the holders of Senior
      Indebtedness.


    
      
         

      

      
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          3
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    (c) Notes
      Subordinated to Prior Payment of all Senior Indebtedness on Dissolution,
      Liquidation or Reorganization of Company. Upon any distribution of assets of
      the Company upon any dissolution, winding up, liquidation or reorganization
      of
      the Company (whether in bankruptcy, insolvency or receivership proceedings
      or
      upon an assignment for the benefit of creditors or otherwise):

    


    (i) The
      holders of all Senior Indebtedness shall first be entitled to receive payment
      in
      full of the principal thereof, premium, if any, and interest due thereon before
      the holder of this Note are entitled to receive any payment on account of the
      principal of or interest on this Note (other than securities of the Company
      or
      any other entity provided for by a plan of reorganization or readjustment which
      stock and securities are subordinated to the payment of all Senior Indebtedness
      and securities received in lieu thereof which may at the time be outstanding);
      and

    


    (ii) Any
      payment or distribution of assets of the Company of any kind or character
      whether in cash, property or securities (other than securities that are
      subordinated to the payment of all Senior Indebtedness and securities received
      in lieu thereof which may at the time be outstanding), to which the holder
      of
      this Note would be entitled except for the provisions of this Article 3, shall
      be paid by the liquidating trustee or agent or other person making such payment
      of distribution, whether a trustee in bankruptcy, a receiver or liquidating
      trustee or other trustee or agent, directly to the holders of Senior
      Indebtedness or their representative or representatives, or to the trustee
      or
      trustees under any indenture under which any instruments evidencing any of
      such
      Senior Indebtedness may have been issued, to the extent necessary to make
      payment in full of all Senior Indebtedness remaining unpaid, after giving effect
      to any concurrent payment or distribution or provision therefor to the holders
      of such Senior Indebtedness.

    


    (iii) In
      the
      event that, notwithstanding the foregoing provision of this Paragraph 3(c),
      any
      payment or distribution of assets of the Company of any kind or character,
      whether in cash, property or securities (other than shares representing equity
      of the Company as reorganized or readjusted, or securities of the Company or
      any
      other entity provided for by a plan of reorganization or readjustment which
      stock and securities are subordinated to the payment of all Senior Indebtedness
      and securities received in lieu thereof which may at the time be outstanding),
      shall be received by the holder of this Note on account of principal of or
      interest on this Note before all Senior Indebtedness is paid in full, or
      effective provision made for its payment or distribution, such payment or
      distribution shall be received and held in trust for and shall be paid over
      to
      the holders of the Senior Indebtedness remaining unpaid or unprovided for or
      their representative or representatives, or to the trustee or trustees under
      any
      indenture under which any instruments evidencing any of such Senior Indebtedness
      may have been issued, for application to the payment of such Senior Indebtedness
      until all such Senior Indebtedness shall have been paid in full, after giving
      effect to any concurrent payment or distribution or provision therefor to the
      holders of such Senior Indebtedness.

    


    (d) Noteholder
      to be Subrogated to Right of Holders of Senior Indebtedness. Subject to the
      payment in full of all Senior Indebtedness, the holders of the Notes shall
      be
      subrogated, pro rata, to the rights of the holders of Senior Indebtedness to
      receive payments or distributions of assets of the Company applicable to the
      Senior Indebtedness until all amounts owing on the Notes shall be paid in full,
      and, for the purpose of such subrogation, no payments or distributions to the
      holders of the Senior Indebtedness by or on behalf of the Company or by or
      on
      behalf of the holder of this Notes by virtue of this Article 3 which otherwise
      would have been made to the holder of this Notes shall, as between the Company
      and the holder of this Note, be deemed to be payment by the Company to or on
      account of the Senior Indebtedness, it being understood that the provisions
      of
      this Article 3 are, and are intended solely, for the purpose of defining the
      relative rights of the holders of the Notes, on the one hand, and the holders
      of
      the Senior Indebtedness, on the other hand.


    
      
         

      

      
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          4
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    (e) Obligation
      of the Company Unconditional. Nothing contained in this Article 3 or
      elsewhere in this Note is intended to or shall impair as between the Company
      and
      the holder of this Note, the obligation of the Company, which is absolute and
      unconditional, to pay to the holder of this Note the principal of and interest
      on this Note as and when the same shall become due and payable in accordance
      with its terms, or is intended to or shall affect the relative rights of the
      holder of this Note and creditors of the Company other than the holders of
      the
      Senior Indebtedness, nor shall anything herein or therein prevent the holder
      of
      this Note from exercising all remedies otherwise permitted by applicable law
      upon default under this Note, subject to the rights, if any, under this Article
      3 of the holders of Senior Indebtedness in respect of cash, property or
      securities of the Company received upon the exercise of any such remedy;
      provided, however, that the holder of this Note shall not exercise any remedies
      if the exercise of such remedies would result in an event of default under
      the
      terms of the Senior Indebtedness. Upon any distribution of assets of the Company
      referred to in this Article 3, the holders of this Note shall be entitled to
      rely upon any order or decree made by any court of competent jurisdiction in
      which any dissolution, winding up, liquidation or reorganization proceedings
      are
      pending, or a certificate of the liquidating trustee or agent or other person
      making any distribution to the holder of this Note for the purpose of
      ascertaining the persons entitled to participate in such distribution, the
      holders of the Senior Indebtedness and other indebtedness of the Company, the
      amount thereof or payable thereon, the amount or amounts paid or distributed
      thereon and all other facts pertinent thereto or to this Article 3. In no event
      shall any provision of this Article 3 be interpreted as limiting or abrogating
      the right of the holder of this Note to convert principal and interest thereon
      pursuant to Article 3 of this Note.

    


    (f) Subordination
      Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
      Indebtedness. No right of any present or future holders of any Senior
      Indebtedness to enforce subordination as herein provided shall at any time
      in
      any way be prejudiced or impaired by any act or failure to act on the part
      of
      the Company or by any act or failure to act, in good faith, by any such holder,
      or by any noncompliance by the Company with the terms, provisions and covenants
      of this Note, regardless of any knowledge thereof which any such holder may
      have
      or be otherwise charged with.

    


    (g) Definition
      of Senior Indebtedness. The term “Senior Indebtedness” is defined to mean
      the principal of and premium, if any, and interest on and any obligations of
      the
      Company with respect to the Company’s indebtedness to the any bank, insurance
      company or other institutional lender.

    


    (h) Additional
      Agreement. The holder of this Note, by its acceptance of this Note, agrees
      to execute any formal instruments of subordination which may be reasonably
      requested by any holder of Senior Indebtedness. 


    
      
         

      

      
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    ARTICLE
      4.

    Miscellaneous

    


    (a) Transferability.
      This Note shall not be transferred except in a transaction exempt from
      registration pursuant to the Securities Act and applicable state securities
      law.
      The Company shall treat as the owner of this Note the person shown as the owner
      on its books and records.

    


    (b) Right
      of Prepayment. The Company may at any time prior to the Maturity Date prepay
      this Note, in whole or in part, upon five (5) days’ notice to the holder of this
      Note without payment of any penalty or premium. Any prepayment shall be
      accompanied by interest on this Note to the date of prepayment, subject to
      the
      provisions of Article 2 of this Note. Notice may be given by telecopier or
      e-mail, as well as by overnight courier service.

    


    (c) Usury
      Saving Provision. All payment obligations arising under this Note are
      subject to the express condition that at no time shall the Company be obligated
      or required to pay interest at a rate which could subject the holder of this
      Note to either civil or criminal liability as a result of being in excess of
      the
      maximum rate which the Company is permitted by law to contract or agree to
      pay.
      If by the terms of this Note, the Company is at any time required or obligated
      to pay interest at a rate in excess of such maximum rate, the applicable rate
      of
      interest shall be deemed to be immediately reduced to such maximum rate, and
      interest thus payable shall be computed at such maximum rate, and the portion
      of
      all prior interest payments in excess of such maximum rate shall be applied
      and
      shall be deemed to have been payments in reduction of principal.

    


    (d) Notice
      to Company. Notice to the Company shall be given to the Company at its
      principal executive offices, presently located No. 9 Yanyu Middle Road, Qianzhou
      Village, Huishan District, Wuxi City, Jiangsu Province, People’s Republic of
      China, attention of Mr. Jianhua Wu, Chief Executive Officer, or to such other
      address or person as the Company may, from time to time, advise the holder
      of
      this Note, or to the holder of this Note at the address set forth on the
      Company’s records, with a copy to Asher Levitsky, P.C., Sichenzia Ross Friedman
      Ference LLP, 61 Broadway, New York, NY 10006. Notice shall be given by hand
      delivery, certified or registered mail, return receipt requested, overnight
      courier service which provides evidence of delivery, or by telecopier if
      confirmation of receipt is given or of confirmation of transmission is sent
      as
      herein provided.

    


    (e) Governing
      Law. This Note shall be governed by the laws of the State of New York
      applicable to agreements executed and to be performed wholly within such State.
      The Company hereby (i) consents to the exclusive jurisdiction of the United
      States District Court for the Southern or Eastern District of New York and
      Supreme Court of the State of New York in the County of New York, Nassau or
      Suffolk in any action relating to or arising out of this Note, (ii) agrees
      that
      any process in any such action may be served upon it, in addition to any other
      method of service permitted by law, by certified or registered mail, return
      receipt requested, or by an overnight courier service which obtains evidence
      of
      delivery, with the same full force and effect as if personally served upon
      him
      in New York City, and (iii) waives any claim that the jurisdiction of any such
      tribunal is not a convenient forum for any such action and any defense of lack
      of in personam jurisdiction with respect thereto.

    


    (f) Expenses.
      In the event that the Holder commences a legal proceeding in order to enforce
      its rights under this Note, the Company shall pay all reasonable legal fees
      and
      expenses incurred by the holder with respect thereto.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has executed this Note as of the date and year
      first aforesaid.

    


    
      	
              CHINA
                WIND SYSTEMS, INC.

            
	 	 
	
              By:
                

            	
              /s/
                Jianhua Wu

            
	 	
              Jianhua
                Wu, Chief Executive Officer

            


    

     

    
      
         

      

      
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