Exhibit
10.1

      

    TERMINATION,
RELEASE

    AND SETTLEMENT
AGREEMENT

     

    THIS
TERMINATION, RELEASE AND SETTLEMENT AGREEMENT (“Agreement”) is made by and among
the following parties (each, a “Party” and collectively, the
“Parties”):

     

    Nordic
Windpower USA, Inc., a Delaware corporation, having its principal place of
business at 125 University Avenue, Berkeley, California, USA 94710 (“Nordic
USA”);

     

    Nordic
Windpower Limited, a private limited company organized and existing under the
laws of England and Wales, having its registered office at 100 New Bridge
Street, London EC4V 6JA (“Nordic UK”);

     

    Nordic
Windpower Holdings, Inc., a Delaware corporation, having its principal place of
business at 125 University Avenue, Berkeley, California, USA 94710 (“Nordic
Holdings”);

     

    Deltawind
AB, a limited liability company organized and existing under the laws of Sweden,
having its registered offices at Box 7315, 103 90 Stockholm, Sweden
(“Deltawind”);

     

    GC China
Turbine Corp., a Nevada corporation formerly known as Nordic Turbines, Inc.,
having its principal place of business at No. 86, Nanhu Avenue East Lake
Development Zone, Wuhan, Hubei Province, PRC (“GC China”);

     

    Luckcharm
Holdings Limited, a limited liability company organized and existing under the
laws of Hong Kong, having its principal place of business at Flat/Room 703, Nan
Dao Comm. Building, 359-361 Queen’s Road Central, Hong Kong
(“Luckcharm”);

     

    Wuhan
Guoce Nordic New Energy Co., Ltd. a limited liability company established and
existing under the laws of China, having its registered office at No. 86, Nanhu
Avenue East Lake Development Zone, Wuhan, Hubei Province, People’s Republic of
China (PRC) (“Wuhan”);

     

    Wuhan
Guoce Science & Technology Co., Ltd., a limited liability company
established and existing under the laws of China, having its registered office
at #456, Luoyu Rd, Hongshan District, Wuhan, China (“WGST”); and

     

    Wuhan
Zhongjieneng New Energy Investment Ptd., Ltd., a limited liability company
established and existing under the laws of China, having its registered office
at Room 501, 5th Floor, Unit 1, Building 10, Shuguang Cun, East Lake Development
Zone, Wuhan, China (“ZJN”).

     

    
      
         


      

      
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    BACKGROUND

     

    This
Agreement is made binding and effective as of 09:00 A.M. (UTC) November 30, 2010
(the “Effective Date”), and it is made with reference to the following
facts:

     

    
      	
              I.

            	
              Nordic
      Holdings, Nordic UK, Nordic USA and their respective predecessors,
      successors, assigns and affiliates shall collectively be referred to
      herein as the “Nordic Group.”

            


    

     

    
      	
              II.

            	
              GC
      China owns 100% of the outstanding stock of Luckcharm, which owns 100% of
      the outstanding stock of Wuhan.  GC China, Luckcharm, Wuhan,
      WGST, ZJN and their respective predecessors, successors, assigns and
      affiliates shall collectively be referred to herein as the “GC China
      Group.”

            


    

     

    
      	
              III.

            	
              On
      June 30, 2006, Wuhan and Deltawind signed a Technical License Contract
      (the “Technical License”).  The Technical License granted Wuhan
      certain rights with respect to certain manufacturing technology and
      know-how owned or developed by
Deltawind.

            


    

     

    
      	
              IV.

            	
              On
      June 30, 2006, WGST, ZJN, and Deltawind signed a Foreign Equity Joint
      Venture Contract (the "Equity Joint Venture Contract").  In
      August 2006 Wuhan was incorporated.  On or about September 22,
      2006, WGST, ZJN, and Deltawind signed a revised Equity Joint Venture
      Contract and Share Transfer Agreement (“Share Transfer Agreement”)
      transferring certain shares of Wuhan to Deltawind.  In early
      2007, WGST, ZJN and Deltawind signed a termination agreement of the
      revised Equity Joint Venture Contract (the “JV Termination Agreement”) and
      a share transfer agreement whereby Deltawind transferred all of its shares
      in Wuhan back to WGST (“Second Share Transfer Agreement”).  WGST
      received approval from the relevant Chinese governmental authority to
      purchase all of the Wuhan shares from Deltawind on March 19, 2007 and the
      change in registration of shareholders of Wuhan was completed on March 27,
      2007.  The Share Transfer Agreement, revised Equity Joint
      Venture Contract, JV Termination Agreement, Second Share Transfer
      Agreement and other related agreements signed by WGST, ZJN, and Deltawind
      are collectively referred to herein as the "China JV
      Agreements."

            


    

     

    
      	
              V.

            	
              The
      Nordic Group has never been a party to the China JV
      Agreements.

            


    

     

    
      	
              VI.

            	
              In
      accordance with an Asset Transfer Agreement between Nordic UK and
      Deltawind dated August 24, 2007 (the “Asset Transfer Agreement”), Nordic
      UK acquired certain rights related to the wind turbine technology and
      know-how owned or developed by
Deltawind.

            


    

     

    
      	
              VII.

            	
              The
      GC China Group has never been a party to the Asset Transfer
      Agreement.

            


    

     

    
      	
              VIII.

            	
              Subsequent
      to the consummation of the Asset Transfer Agreement, the Parties have
      unresolved disagreements with regard to their respective rights and
      obligations in relation to the Technical License and the China JV
      Agreements.

            


    

     

    
      
         


      

      
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              IX.

            	
              Nordic
      USA is the owner of U.S. Trademark Registration No. 3,536,392 for the mark
      NORDIC WINDPOWER for use in connection with wind turbines and wind-powered
      electricity generators and U.S. Trademark Registration No. 3,536,393 for
      the mark NORDIC WINDPOWER & Design for use in connection with wind
      turbines and wind-powered electricity
  generators.

            


    

     

    
      	
              X.

            	
              GC
      China is the owner of certain trademarks and trademark registrations in
      China that include the word NORDIC.

            


    

     

    
      	
              XI.

            	
              On
      December 23, 2009, Nordic USA instituted civil case no. 09-03672-PJH in
      the United States District Court for the Northern District of California,
      alleging that GC China was engaged in activities that infringed the Nordic
      Group’s rights and caused confusion in the Nordic Group’s target audiences
      (the “Lawsuit”).

            


    

     

    
      	
              XII.

            	
              GC
      China has answered and vigorously disputes the
  Lawsuit.

            


    

     

    
      	
              XIII.

            	
              The
      Nordic Group and Deltawind, on the one hand, and the GC China Group, on
      the other hand, now wish to reach a full and final settlement of the
      Lawsuit and all other disputes among them and to terminate all agreements,
      arrangements, relationships and understandings among them other than as
      set forth in this Agreement.

            


    

     

    
      	
              XIV.

            	
              For
      purposes of this Agreement, “China” or PRC” shall mean the People’s
      Republic of China, which shall include Macau and Hong Kong SAR, but
      expressly excludes Taiwan.

            


    

     

    Now
Therefore, in
consideration of the respective promises, and the terms, conditions, provisions
and covenants of this Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     

    AGREEMENT

     

    
      	
              1.

            	
              Consideration and
      Dismissal of Litigation and other
  Disputes

            


    

     

    
      
        	
              	
                1.1

              	
                Dismissal of
      Litigation.  Following
      the Effective Date, within fifteen (15) business days after receipt of a
      fully executed and stamped copy of the Termination Application(s) (as
      defined in Section 1.3 below) filed with the relevant PRC authority, the
      Parties shall file a joint stipulated dismissal with prejudice of the
      Lawsuit and all claims and
defenses.

              


      

    

     

    
      
        	
              	
                1.2

              	
                Mutual Waiver of
      Costs.  All
      Parties waive any right to recover court costs and attorneys’ fees and
      expenses incurred in connection with the
  Lawsuit.

              


      

    

     

    
      
         


      

      
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                1.3

              	
                Termination of
      Technical License.  The
      GC China Group has stated and believes that the GC China Group has not
      received proprietary technology or know-how pursuant to the Technical
      License (other than copies of the WO 02079643A1 ("System for a Turbine
      with a Gaseous or Liquideous Working Medium") patent application) and the
      Nordic Group and Deltawind disagree with such statement and
      belief.  Without regard to the foregoing, the Parties hereby
      agree that the Technical License is hereby terminated effective as of the
      Effective Date of this Agreement in any and all
      jurisdictions.  All past, present and future rights and
      obligations under the Technical License shall be null, void and of no
      further force or effect as of the Effective Date of this
      Agreement.  Within fifteen (15) business days after the
      Effective Date, Wuhan will duly apply for cancellation of the Technical
      License at the relevant PRC authority and any other relevant governmental
      authority or agency (each, a “Termination Application”) and shall provide
      Nordic Holdings with a true, complete and correct copy of each Termination
      Application.

              


      

    

     

    
      
        	
              	
                1.4

              	
                Further
      Assistance.  Each
      Party agrees to provide timely assistance for dismissal of the Lawsuit and
      cancellation of the Technical License, as reasonably requested, including
      without limitation, signing and delivering the required dismissal,
      settlement, cancellation and termination documents and agreements and
      timely delivering them to the requesting Party.  The Parties
      further covenant and agree to cooperate regarding termination of the
      Technical License and changes to any registrations, approvals or recordals
      necessary or appropriate to carry out the cancellations and assignments
      contemplated in this Agreement, including but not limited to filing
      applications to the appropriate government authorities, providing
      information required by the authorities and executing related documents to
      complete the cancellations and
assignments.

              


      

    

     

    
      	
               
      

            	
              1.5

            	
              Trademarks.

            


    

     

    
      
        	
              	
                (i)

              	
                China.  The
      Parties acknowledge and agree that the Nordic Group shall not use the mark
      NORDIC WINDPOWER in China.  The Parties understand and agree
      that as between the GC China Group and the Nordic Group, the GC China
      Group shall have the exclusive right to use the marks GC NORDIC and GUOCE
      NORDIC in China in connection with the sale, advertisement, marketing or
      promotion of any wind-related power generating devices or wind-related
      power generating technologies.  The Nordic Group has not
      directly or indirectly, registered or attempted to register, and shall not
      directly or indirectly register or attempt to register the mark NORDIC in
      China in connection with the sale, advertisement, marketing or promotion
      of any wind-related power generating devices or
      technologies.  Notwithstanding anything to the contrary
      contained in this Agreement, the members of the Nordic Group may at all
      times use their respective legal corporate names in China as legally
      required and such use is not and shall not be an infringement of the GC
      China Group’s marks.

              


      

    

     

    
      
         


      

      
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                (ii)

              	
                Worldwide.  From
      and after the Effective Date, the GC China Group also covenants and agrees
      not to use any blue and orange or any other color scheme anywhere in the
      world where such color scheme is reasonably likely to be confusingly
      similar to a color scheme employed by the Nordic Group as of the Effective
      Date on its www.nordicwindpower.com website or its other websites or
      products, components, logos, trademarks, trade dress, designs, service
      marks, copyrights, components, business cards, letterhead or other
      stationery, buildings, signage, packaging, advertising material, corporate
      information, investor presentations, manuals, product information or other
      items, which are directed towards the sale, advertisement,marketing,
      promotion, financing, manufacturing, development, production, or use of
      any wind-related power generating devices or
  technologies.

              


      

    

     

    
      
        	
              	
                (iii)

              	
                Outside
      China.  The
      GC China Group hereby acknowledges and agrees that it shall cease using
      and shall not use the mark NORDIC or any confusingly similar mark outside
      China in connection with the sale, advertisement, marketing, promotion,
      financing, manufacturing, development, production, or use of any
      wind-related power generating devices or technologies.  The GC
      China Group shall not sell, manufacture, distribute, license, use, or
      transfer any wind-related power generating devices or wind-related power
      generating technologies to any person or entity that it knows or
      reasonably should know intends to use a NORDIC mark or any confusingly
      similar mark outside of China.  The covenants and agreements of
      the GC China Group in Sections 1.5(i) and (ii) above and this Section 1
      .5(iii) shall apply regardless of the language, English, Chinese, or any
      other language, into which the term “Nordic” may be
      translated.  The GC China Group has not directly or indirectly
      registered or attempted to register and shall not directly or indirectly
      use, register or attempt to register the mark NORDIC or any confusingly
      similar mark outside of China in connection with the sale, advertisement,
      marketing or promotion of any wind-related power generating devices or
      technologies.

              


      

    

     

    
      	
               
      

            	
              (iv)

            	
              The
      GC China Group consents to and will not object to or otherwise challenge
      the Nordic Group’s use and registration of the mark NORDIC or any mark
      incorporating the term NORDIC outside of China, including, but not limited
      to, filing an opposition, cancellation, revocation or invalidity
      proceeding.  The Nordic Group consents to and will not object to
      or otherwise challenge the GC China Group’s use and registration of the
      mark GC NORDIC or GUOCE NORDIC in China including, but not limited to,
      filing an opposition, cancellation, revocation or invalidity
      proceeding.

            


    

     

    
      
         


      

      
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                1.6

              	
                Termination of all
      Agreements.  Other
      than as set forth in this Agreement, the Nordic Group and Deltawind, on
      the one hand, and the GC China Group, on the other hand, hereby confirm
      and agree that any and all agreements, arrangements, understandings and
      other rights or obligations between them are hereby terminated, canceled
      and are null and void and of no further force or effect.  This
      confirmation and termination includes, but is not limited to, termination
      of the revised Equity Joint Venture Contract, which was cancelled in early
      2007, termination of the Technical License and termination of all other
      China JV Agreements.

              


      

    

     

    
      
        	
              	
                1.7

              	
                Rights.  Each
      Party retains all right, title and interest in and to its intellectual
      property subject to all of the terms and conditions of this
      Agreement.

              


      

    

     

    
      	
              2.

            	
              Mutual General
      Release

            


    

     

    
      
        	
              	
                2.1

              	
                Release by GC China
      Group.  Excepting
      the obligations imposed by this Agreement and any claims that may arise
      out of the breach of this Agreement (including any representation,
      warranty or covenant contained herein), and the other consideration set
      forth in this Agreement, the GC China Group, on behalf of themselves and
      their past and present respective predecessors, subsidiaries, parent
      companies, affiliates, divisions, successors and assigns, and all of their
      past and present respective officers, directors, agents, insurers,
      security holders, attorneys, servants and employees, does hereby covenant
      not to sue and does hereby completely waive and forever release, cancel,
      forgive, discharge and generally release Deltawind and the Nordic Group
      and each of their past and present respective predecessors, subsidiaries,
      affiliates, divisions, successors and assigns, and all of their past and
      present officers, directors, agents, attorneys, beneficiaries, insurers,
      servants and employees (the “Deltawind & Nordic Group Released
      Parties”) from any and all actions, claims, demands, rights, judgments,
      defenses, actions, charges, causes of action (including but not limited to
      counter-claims, malicious prosecution claims and the like), damages,
      obligations, liabilities, controversies, product liability (including
      without limitation injuries, death, or disability to persons and
      destruction of property), customer complaints, charges and executions
      (collectively, “Claims”), of any kind or nature whatsoever anywhere in the
      world, of any and every kind and description, in law or in equity, which
      any of them ever had, now has, or hereafter can, shall or may have or
      assert against all or any of the Deltawind & Nordic Group Released
      Parties, whether known or unknown, foreseen or unforeseen, based on any
      act or omission occurring prior to the date of the signing of this
      Agreement, to the maximum extent permitted by
  law.

              


      

    

     


    
      
         


      

      
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                2.2

              	
                Release by Nordic
      Group and Deltawind.  Excepting
      (i) the obligations imposed by this Agreement, (ii) any claims relating to
      any infringement or violation of any patent right of the Nordic Group or
      Deltawind, including without limitation WO 02079643A1 (“System for a
      Turbine with a Gaseous or Liquideous Working Medium”) and any patent
      throughout the world that claims priority thereto, and (iii) any claims
      that may arise out of the breach of this Agreement (including any
      representation, warranty or covenant contained herein), and the other
      consideration set forth in this Agreement, the Deltawind & Nordic
      Group Released Parties, on behalf of themselves, respectively, and their
      past and present respective predecessors, subsidiaries, parent companies,
      affiliates, divisions, successors and assigns, and all of their past and
      present respective officers, directors, agents, insurers, security
      holders, attorneys, servants and employees, do hereby covenant not to sue
      and do hereby completely waive and forever release, cancel, forgive,
      discharge and generally release the GC China Group and their past and
      present respective predecessors, subsidiaries, affiliates, divisions,
      successors and assigns, and all of their officers, directors, agents,
      attorneys, beneficiaries, insurers, servants and employees (the “GC China
      Group Released Parties”) from all Claims of any kind or nature whatsoever
      anywhere in the world, of any and every kind and description, in law or in
      equity, which any of them ever had, now has, or hereafter can, shall or
      may have or assert against all or any of the GC China Group Released
      Parties, known or unknown, foreseen or unforeseen, based on any act or
      omission occurring prior to the date of the signing of this Agreement, to
      the maximum extent permitted by
law.

              


      

    

     

    
      
        	
              	
                2.3

              	
                No
      Claims.  No
      Party hereto nor anyone on its behalf, shall assert or file any claim,
      complaint, arbitration proceeding, charge, suit or action against any
      other Party hereto or person released pursuant hereto (“Releasee”) arising
      out of any matter released pursuant to Section 2.1 (Release by GC China
      Group) or Section 2.2 (Release by Nordic Group and Deltawind)
      above.  In the event that any such claim, complaint, arbitration
      proceedings, charge, suit or action is asserted or filed in breach of this
      Section 2.3 (No Claims), each affected Party hereto or Releasee shall be
      entitled to recover from the releasing Party or Parties his, her or its
      costs, including attorneys’ fees, incurred in defending against such
      action.  Claims released pursuant to this Agreement include
      without limitation claims based on or arising out of all common law and
      statutory claims, including (but not limited to) breach of contract,
      negligence, gross negligence, libel, slander or other tortious acts on the
      part of any Party hereto or Releasee; provided, however, that fraud and
      intentional misrepresentation Claims related to this Agreement are not
      released hereunder.

              


      

    

     

    
      
         


      

      
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                2.4

              	
                Release and California
      Civil Code Section 1542 Waiver.  The
      Parties expressly acknowledge and agree that this Agreement fully and
      finally releases and forever resolves all Claims, including those that are
      unknown, unanticipated or unsuspected or that may hereafter arise as a
      result of the discovery of new or additional facts.  Each Party
      acknowledges that it has had the benefit of independent legal advice with
      respect to the advisability of entering into this Agreement, and fully
      understands and knowingly and expressly waives any rights or benefits
      which it otherwise might have under California Civil Code Section 1542 (or
      any other similar local, state, federal or foreign statute, doctrine or
      principle of law), which
provides:

              


      

    

     

    A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.

     

    
      	
              3.

            	
              Mutual
      Confidentiality; Non-Use and
  Non-Disparagement

            


    

     

    The terms
of this Agreement are intended by the Parties to be
confidential.  Other than any disclosure that may be required by law
or order of a court, or may be made to a Party’s lawyers or accountants or other
advisors, who are bound by the same duty of confidentiality, as reasonably
necessary for the rendering of professional services to a Party, the terms of
this Agreement are strictly confidential.  Each Party shall not use or
disclose trade secrets, confidential or proprietary information of the other
Parties that it received, if any, prior to the Effective Date.

     

    
      	
              4.

            	
              Additional
      Representations and Warranties of the
  Parties

            


    

     

    
      
        	
              	
                4.1

              	
                No
      Reliance.  Except
      as expressly stated in this Agreement, no Party (nor any officer, agent,
      employee, representative, nor attorney) has made any statement or
      representation to any other Party regarding any fact relied upon in
      entering into this Agreement, and no Party is relying upon any statement,
      representation, or promise of any other Party (nor any officer, agent,
      employee, representative, nor attorney) in executing this Agreement or in
      making this settlement, except as expressly stated in this
      Agreement.

              


      

    

     

    
      
        	
              	
                4.2

              	
                Independent
      Advice.  Each
      Party represents and declares that in executing this Agreement such Party
      has relied solely upon its own judgment, belief, and knowledge after it
      has obtained the advice of such Party’s own independently-selected
      counsel, concerning the nature, extent, and duration of its rights and
      claims.

              


      

    

     

    
      
        	
              	
                4.3

              	
                Investigation.  Each
      Party has made a reasonable investigation of the facts pertaining to this
      Agreement, and all of the matters pertaining to
  it.

              


      

    

     

    
      
        	
              	
                4.4

              	
                Agreement
      Read.  Each
      Party has read this Agreement and understands its contents and
      consequences.

              


      

    

     

    
      
         


      

      
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                4.5

              	
                No Assignments of
      Claims.  No
      Party has assigned, transferred or conveyed any of the claims, demands,
      rights, judgments, defenses, actions, charges or causes of action that are
      settled and resolved by this
Agreement.

              


      

    

     

    
      
        	
              	
                4.6

              	
                Contractual
      Terms.  Each
      term of this Agreement is contractual and not merely a
      recital.

              


      

    

     

    
      
        	
              	
                4.7

              	
                Full
      Authority.  This
      Agreement constitutes valid and legally binding obligations of each of the
      Parties, and this Agreement is enforceable according to its
      terms.  Each Party is duly organized, validly existing and in
      good standing under the laws of their respective states of incorporation
      or formation, and each has the full right, power, and authority to execute
      and deliver this Agreement.

              


      

    

     

    
      	
               
      

            	
              4.8

            	
              Necessary
      Entities.

            


    

     

    
      
        	
              	
                (i)

              	
                By GC China
      Group.  The
      GC China Group represents and warrants that GC China, Luckcharm, WGST, ZJN
      and Wuhan are all of the entities necessary or appropriate (i) to
      terminate any and all agreements, arrangements, understandings and other
      rights or obligations between Deltawind and the Nordic Group, on the one
      hand, and the GC China Group, on the other hand, which includes, but is
      not limited to, termination of the revised Equity Joint Venture Contract,
      which was cancelled in early 2007, termination of the Technical License
      and termination of all other China JV Agreements, and (ii) to assign all
      of the rights, transfer all of the property and perform all of the
      obligations set forth in this Agreement for the GC China
      Group.  No other person or affiliate of the GC China Group is
      necessary or appropriate to include as a party to this Agreement to
      terminate all of the agreements, arrangements, understandings and other
      rights or obligations between the Parties or to assign all of the rights,
      transfer all of the property and perform all of the obligations set forth
      in this Agreement or to otherwise fully effectuate the terms and
      conditions set forth in this
Agreement.

              


      

    

     

    
      
         


      

      
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                (ii)

              	
                By
      Deltawind.  Deltawind
      represents and warrants that Deltawind is the only entity necessary or
      appropriate (i) to terminate any and all agreements, arrangements,
      understandings and other rights or obligations between Deltawind, on the
      one hand, and the GC China Group, on the other hand, which includes, but
      is not limited to, termination of the revised Equity Joint Venture
      Contract, which was cancelled in early 2007, termination of the Technical
      License and termination of all other China JV Agreements, and (ii) to
      assign all of the rights, transfer all of the property and perform all of
      the obligations set forth in this Agreement for Deltawind.  No
      other person or affiliate of Deltawind is necessary or appropriate to
      include as a party to this Agreement to terminate all of the agreements,
      arrangements, understandings and other rights or obligations between the
      Parties or to assign all of the rights, transfer all of the property and
      perform all of the obligations set forth in this Agreement or to otherwise
      fully effectuate the terms and conditions set forth in this
      Agreement.

              


      

    

     

    
      
        	
              	
                (iii)

              	
                By Nordic
      Group.  The
      Nordic Group represents and warrants that Nordic USA, Nordic UK, and
      Nordic Holdings are all of the entities necessary or appropriate (i) to
      terminate any and all agreements, arrangements, understandings and other
      rights or obligations between the Nordic Group, on the one hand, and the
      GC China Group, on the other hand, which includes, but is not limited to,
      termination of the Technical License, and (ii) to assign all of the
      rights, transfer all of the property and perform all of the obligations
      set forth in this Agreement for the Nordic Group.  No other
      person or affiliate of the Nordic Group is necessary or appropriate to
      include as a party to this Agreement to terminate all of the agreements,
      arrangements, understandings and other rights or obligations between the
      Parties or to assign all of the rights, transfer all of the property and
      perform all of the obligations set forth in this Agreement or to otherwise
      fully effectuate the terms and conditions set forth in this
      Agreement.

              


      

    

     

    
      
         


      

      
        - 10
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              5.

            	
              Assignment of
      Trademarks and Logos

            


    

     

    
      
        	
              	
                5.1

              	
                Assignment of
      Non-China Marks.  The
      GC China Group represents and warrants that it is the sole legal and
      beneficial owner of the NordicTurbines.com website and domain name and
      that it has full right, power and authority to assign, sell, transfer and
      convey all of its right, title and interest in and to the domain
      NordicTurbines.com.  For good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the GC China
      Group hereby assigns, sells, transfers and conveys to Nordic UK or its
      designee, and Nordic UK or its designee hereby purchases, acquires and
      receives from the GC China Group, all of the GC China Group’s right, title
      and interest in and to the domain NordicTurbines.com and any and all logos
      or marks that include the term “Nordic” and any common law rights in and
      to the term “Nordic” outside of China for wind-related power generating
      devices or wind-related power generating technologies together with all of
      the goodwill of the business symbolized by the mark “Nordic” and together
      with all rights to recover for damages and profits and all other rights
      and remedies for infringement of the mark “Nordic,” whether past, present
      or future infringement.  As of the Effective Date, Nordic UK or
      its designee shall own and be the sole owner of all of the rights title
      and interest in and to the “Nordic” mark for wind-related power generating
      devices or wind-related power generating technologies (the “Non-China
      Marks”) to be held and enjoyed by Nordic UK or its designee and each of
      their respective affiliates, successors, heirs and assigns as fully and
      entirely as the GC China Group held and enjoyed immediately before this
      assignment was made.  The Parties understand and agree that the
      foregoing assignment is as to the Non-China Marks only, and that marks in
      China are not included in such assignment.  The Parties
      understand and agree that on and as of the Effective Date, Nordic UK or
      its designee shall solely and exclusively own and hold all of the GC China
      Group’s right, title and interest in and to the Non-China
      Marks.  The GC China Group shall not retain any right, title or
      interest in or to the Non-China Marks or any right therein or thereof or
      registration therefor.  For the avoidance of doubt, Nordic UK or
      its designee shall solely and exclusively have the right and be entitled,
      in its sole discretion, in and under the laws of any country and
      jurisdiction outside China, to (i) initiate any action, litigation,
      arbitration or other proceeding, and seek, enforce, and benefit from any
      right, remedy or award, in connection with the Non-China Marks, or any
      infringement thereof before, on or after the Effective Date, and (ii)
      maintain, cancel or let expire the registrations for the Non-China
      Marks.  It is the intent of the Parties that these assignments
      shall be effective pursuant to the applicable federal and state laws of
      the United States.

              


      

    

     

    
      
        	
              	
                5.2

              	
                Assignment of China
      Marks.  For
      good and valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, the Nordic Group hereby assigns, sells, transfers and
      conveys to GC China Group or its designee, and GC China Group or its
      designee hereby purchases, acquires and receives from the Nordic Group,
      all of the Nordic Group’s right, title and interest in and to any and all
      logos or marks that include the term “Nordic” and any common law rights in
      and to the term “Nordic” in China together with all rights to recover for
      damages and profits and all other rights and remedies for infringement of
      the mark “Nordic,” whether past, present or future
      infringement.  As of the Effective Date, the GC China Group
      shall own, and be the sole owner of, all of the rights, title and interest
      in and to the “Nordic” mark in China for wind-related power generating
      devices or wind-related power generating technologies (the “China Marks”)
      to be held and enjoyed by the GC China Group or its designee and each of
      their respective affiliates, successors, heirs and assigns as fully and
      entirely as the Nordic Group held and enjoyed immediately before this
      assignment was made.  The Parties understand and agree that the
      foregoing assignment is as to the China Marks only, and that any other
      logos or marks (including without limitation any logos or marks outside
      China) are not included in such assignment.  The Parties
      understand and agree that on and as of the Effective Date, the GC China
      Group or its designee shall solely and exclusively own and hold all of the
      Nordic Group’s right, title and interest in and to the China
      Marks.  The Nordic Group shall not retain any right, title to
      interest in or to the China Marks or any right therein or thereof or
      registration therefor in China.  For the avoidance of doubt, the
      GC China Group or its designee shall solely and exclusively have the right
      and be entitled, in its sole discretion, in and under the laws of China,
      to (i) initiate any action, litigation, arbitration or other proceeding,
      and seek, enforce, and benefit from any right, remedy or award, in
      connection with the China Marks, or any infringement thereof before, on or
      after the Effective Date, and (ii) maintain, cancel or let expire the
      registrations for the China Marks.  It is the intent of the
      Parties that these assignments shall be effective pursuant to the laws of
      China.

              


      

    

     

    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

      

    
      	
              6.

            	
              Ownership of Domain
      Names

            


    

     

    
      
        	
              	
                6.1

              	
                GC China
      Group.  The
      GC China Group represents and warrants that it has ceased to use, own and
      operate the website and domain name NordicTurbines.com and further
      covenants that it will not use, own or operate NordicTurbines.com or any
      other website or domain name that uses or incorporates the term “Nordic”,
      excepting websites and domain names using the .cn country code top level
      domain and using the word or mark GC NORDIC or GUOCE NORDIC, but not
      NORDIC by itself.  The GC China Group agrees that it has not and
      will not register any website or domain name that uses or incorporates the
      term “Nordic”, excepting (i) www.gc-nordic.com and (ii) websites and
      domain names using the .cn country code top level domain and using the
      work or mark GC NORDIC or GUOCE NORDIC, including gcnordic.cn,
      gc-nordic.cn,
      wuhangoucenordic.cn and guocenordic.cn, but not NORDIC by
      itself.  Within seven (7) days of the Effective Date, the GC
      China Group shall execute and deliver evidence of its assignment of the
      NordicTurbines.com domain name to Nordic
  Holdings.

              


      

    

     

    
      
        	
              	
                6.2

              	
                Nordic
      Group.  The
      Nordic Group represents and warrants that it does not use, own or operate
      any website or domain name in China that uses the .cn top level domain and
      that uses or incorporates the term “Nordic” by itself.  The
      Nordic Group further covenants and agrees that it will not grant any third
      party rights to conduct targeted internet marketing efforts in China for
      sales of wind turbines using “Nordic
Windpower.”

              


      

    

     

    
      
        	
              	
                6.3

              	
                Allowable
      Uses.  The
      Parties understand and agree that because of the nature of the Internet
      and the Worldwide Web, websites in both generic top level domains (such as
      .com) and also country code top level domains (such as .cn) may be visible
      to users anywhere on earth.  Accordingly, any use of the word or
      mark “GC Nordic” or “Guoce Nordic” by any GC China Group member on any
      website or in a domain name otherwise permissible under this Agreement
      shall not be deemed a prohibited use of the mark outside China, regardless
      of whether visible to users outside of
China.

              


      

    

     

    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

      

    
      	
              7.

            	
              Additional
      Covenants

            


    

     

    
      
        	
              	
                7.1

              	
                Destruction of
      Infringing Materials.  The
      GC China Group shall destroy all sales, advertisement, marketing,
      packaging, labeling and promotional material, including without limitation
      investor presentation material, which use the Non-China Marks that are in
      the possession of the GC China Group.  The GC China Group shall
      undertake reasonable efforts to destroy all sales, advertisement,
      marketing, packaging, labeling and promotional material, including without
      limitation investor presentation material, which use the Non-China Marks
      that the GC China Group has provided to third
  parties.

              


      

    

     

    
      
        	
              	
                7.2

              	
                Use of
      Name.  Except
      as set forth in Section 6 (Ownership of Domain Names) and except to the
      extent legally required for non-marketing identification purposes, the GC
      China Group covenants and agrees that outside China commencing on the
      Effective Date and continuing in perpetuity, none of the GC China Group
      shall be referred to as “Nordic Turbines” or any other name or word that
      uses or incorporates Nordic in any materials, documents, filings or
      reports, including without limitation any press release or U.S. Securities
      and Exchange Commission filing, except if and to the extent it is legally
      required by applicable laws in the relevant jurisdiction.  In
      addition, the Parties understand and agree that the GC China Group may use
      the term “Nordic” and the names of the Nordic Group members in a factual
      manner in public disclosures, including those on any websites owned or
      operated by the GC China Group, where required or advisable under
      applicable law.  For the avoidance of doubt, the GC China Group
      shall not use the language “formerly known as NORDIC TURBINES” except if
      and to the extent it is legally required to do so by applicable laws in
      the relevant jurisdiction.

              


      

    

     

    
      
        	
              	
                7.3

              	
                Disassociation.  The
      GC China Group covenants and agrees that it will not claim any association
      or affiliation with the Nordic Group commencing on the Effective Date and
      continuing in perpetuity except if and to the extent it is legally
      required by laws in the applicable
jurisdiction.

              


      

    

     

    
      
        	
              	
                7.4

              	
                Further
      Assurances.  Each
      Party covenants and agrees that it will execute and deliver such further
      certifications, documents, other instruments and take such further actions
      as are reasonably requested by another Party from time to time to effect
      the trademark and domain name assignments, registrations, cancellations
      and other rights granted pursuant to this Agreement; provided, however,
      that any costs or fees required with respect to the foregoing shall be
      borne solely by the requesting
Party.

              


      

    

     

    
      	
              8.

            	
              Limitation of
      Liability

            


    

     

    NO PARTY
SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL
OR SPECIAL DAMAGES, LOST PROFITS, LOST REVENUES, LOST OPPORTUNITIES, REPLACEMENT
COSTS OR SUBSTITUTION OF GOODS UNDER THIS AGREEMENT.

     

    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

      

    
      	
              9.

            	
              No
      Warranties

            


    

     

    ANY AND
ALL TECHNOLOGY, KNOW-HOW OR OTHER ITEMS PROVIDED BY A PARTY TO ANY OTHER PARTY
PRIOR TO THE EFFECTIVE DATE HAVE BEEN PROVIDED ON AN “AS IS” BASIS, AND NO PARTY
MAKES ANY WARRANTIES TO ANY OTHER PARTY, EXPRESS OR IMPLIED, EITHER IN FACT OR
BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF QUALITY, WARRANTY OF MERCHANTABILITY, ERROR-FREE
PERFORMANCE, SAFETY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ANY
WARRANTY AS TO THE VALIDITY OF ANY PATENT OR THE NON- INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.  EACH PARTY REPRESENTS,
WARRANTS AND COVENANTS THAT ITS PAST, PRESENT OR FUTURE USE OR OTHER
EXPLOITATION OF ANY SUCH ITEMS, INCLUDING WITHOUT LIMITATION DISTRIBUTION TO
THIRD PARTIES, WAS, IS AND SHALL FOREVER BE, AT ITS OWN RISK.  EACH
PARTY ACKNOWLEDGES AND AGREES THAT IT WAS, IS AND SHALL FOREVER BE SOLELY
RESPONSIBLE FOR ENSURING HUMAN AND ENVIRONMENTAL SAFETY RELATED TO ANY AND ALL
PAST, PRESENT OR FUTURE USE OR OTHER EXPLOITATION OF ANY SUCH
ITEMS.  EACH PARTY REPRESENTS, WARRANTS AND COVENANTS THAT IT SHALL BE
SOLELY LIABLE FOR ANY BODILY INJURY, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE
DIRECTLY OR INDIRECTLY CAUSED BY SUCH PARTY’S PAST, PRESENT OR FUTURE USE OR
OTHER EXPLOITATION OF ANY SUCH ITEMS.

     

    
      	
              10.

            	
              Indemnification

            


    

     

    
      
        	
              	
                10.1

              	
                Indemnification by the
      GC China Group.  The
      GC China Group will, at its expense and the Nordic Group’s request,
      defend, indemnify and hold harmless the Nordic Group and their respective
      officers, directors, employees, contractors and agents against any and all
      Claims (including reasonable attorneys’ and other reasonable
      professionals’ fees and costs) arising, in whole or in part, in connection
      with any breach of this Agreement (including any representation, warranty
      or covenant contained herein) by the GC China Group; provided that the
      Nordic Group shall promptly notify the GC China Group in writing about any
      such claim and if prejudice occurs as a result of the Nordic Group’s delay
      in providing notice, then the GC China Group shall not be liable for any
      losses that directly result from the delay of providing such notice to the
      extent of such prejudice.

              


      

    

     

    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

      

    
      
        	
              	
                10.2

              	
                Indemnification by the
      Nordic Group.  The
      Nordic Group will, at its expense and the GC China Group’s request,
      defend, indemnify and hold harmless the GC China Group and their
      respective officers, directors, employees, contractors and agents against
      any and all Claims (including reasonable attorneys’ and other reasonable
      professionals’ fees and costs) arising, in whole or in part, in connection
      with any breach of this Agreement (including any representation, warranty
      or covenant contained herein) by the Nordic Group; provided that the GC
      China Group shall promptly notify the Nordic Group in writing about any
      such claim and if prejudice occurs as a result of the GC China Group’s
      delay in providing notice, then the Nordic Group shall not be liable for
      any losses that directly result from the delay of providing such notice to
      the extent of such prejudice.

              


      

    

     

    
      
        	
              	
                10.3

              	
                Indemnification
      Procedure.  A
      person or entity that intends to claim indemnification under this Section
      10 (an “Indemnitee”) must promptly notify the other Party (the
      “Indemnitor”) in writing of any Claim in respect of which the Indemnitee
      intends to claim such indemnification, and the Indemnitor will assume the
      defense thereof whether or not such Claim is rightfully brought; provided,
      however, that an Indemnitee will have the right to take sole control of
      the defense and retain its own counsel, with the fees and expenses to be
      paid by the Indemnitee, unless Indemnitor does not assume the defense, in
      which case the reasonable fees and expenses of counsel retained by the
      Indemnitee will be paid by the Indemnitor.  The Indemnitee, and
      its employees and agents, will cooperate fully with the Indemnitor and its
      legal representatives in the investigations of any Claim.  The
      Indemnitor may not enter into any settlement or compromise unless such
      settlement or compromise unconditionally releases the Indemnitee from all
      liability for all Claims or unless such settlement or compromise is
      consented to in writing by the Indemnitee, which consent shall not be
      unreasonably withheld or delayed.  The Indemnitor will not be
      liable for the indemnification of any Claim settled or compromised by the
      Indemnitee without the written consent of the Indemnitor, which consent
      shall not be unreasonably withheld or
delayed.

              


      

    

     

    
      	
              11.

            	
              Deltawind and the
      Nordic Group

            


    

     

    Notwithstanding
anything to the contrary contained in this Agreement, as between only Deltawind
and the Nordic Group, each of Deltawind and the Nordic Group agrees that nothing
in this Agreement amends, terminates, changes, modifies or alters the rights or
obligations of Deltawind and the Nordic Group with respect to the Asset Transfer
Agreement, or any other provision thereof, and that the Asset Transfer Agreement
shall continue to be in full force and effect between Deltawind and the Nordic
Group, without regard to this Agreement.

     

    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    

      

    
      	
              12.

            	
              Notices

            


    

     

    All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given upon the earlier of actual
receipt or: (a) personal delivery to the Party to be notified, (b) if within the
United States of America, either five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or one
(1) business day after the business day of deposit with a nationally recognized
overnight courier, freight prepaid, specifying next-day delivery, with written
verification of delivery, or (c) if outside of the United States of America,
three (3) business days after the business day of deposit with an
internationally recognized courier, freight prepaid, for delivery within the
specified period, with written verification of delivery within said
period.  All communications shall be sent to the attention of each
Party’s Chief Executive Officer to such Party’s address as set forth on the
first page of this Agreement, or such other address as subsequently modified by
such Party by written notice given in accordance with this
Section.  If notice is given to any member of the Nordic Group, a
copy, which shall not constitute notice, shall also be sent to Baker &
McKenzie LLP, c/o Maria P. Sendra, Esq., 12544 High Bluff Drive, 3rd Floor, San
Diego, CA 92130.  If notice is given to any member of the GC China
Group, a copy, which shall not constitute notice, shall also be sent to
Greenberg Traurig, LLP, c/o Mark Lee, Esq., 1201 K Street, Suite 1100,
Sacramento CA 95814.

     

    
      	
              13.

            	
              Counterparts

            


    

     

    This
Agreement may be executed in counterparts, all of which, when taken together,
shall constitute a fully-executed original.  Facsimile signatures will
be effective and binding.  A Party providing a facsimile signature
shall promptly provide an original signature to the other Party’s
counsel.

     

    
      	
              14.

            	
              Entire
      Agreement

            


    

     

    This
Agreement constitutes the final and exclusive agreement between the Parties with
respect to the subject matter, and all prior and contemporaneous agreements,
representations, negotiations, and understandings of the Parties regarding the
same, whether oral or written are superseded and merged into this
Agreement.

     

    
      	
              15.

            	
              Modification

            


    

     

    No
modification, waiver, amendment, discharge or change of this Agreement shall be
valid unless the same is in writing and signed by the Parties.

     

    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    

      

    
      	
              16.

            	
              Construction and
      Section Headings

            


    

     

    This
Agreement shall be written in English and Mandarin Chinese; provided, however,
that the English language version shall control in the event of any
conflict.  This Agreement was not drafted by any one Party and shall
not be construed or interpreted against any one Party.  The Section
headings in this Agreement are provided for convenience only and will not affect
its construction or interpretation.  All references to “Section” or
“Sections” refer to the corresponding section or sections of this Agreement
unless otherwise specified.  All words used in this Agreement will be
construed to be of such gender or number as the circumstances
require.  Unless otherwise expressly provided, the word “including”
does not limit the preceding words or terms.

     

    
      	
              17.

            	
              Severability

            


    

     

    If any
provision or any portion of this Agreement shall become illegal, null, or void
or against public policy, for any reason, or shall be held by any court of
competent jurisdiction to be illegal, null, or void or against public policy,
then the remainder of this Agreement shall not be affected and shall remain in
full force and effect in such jurisdiction to the extent permissible by
applicable law, and the entire Agreement shall remain in full force and effect
in all other jurisdictions to the extent permissible by the applicable laws in
such jurisdictions.

     

    
      	
              18.

            	
              No Admission of
      Liability

            


    

     

    This
Agreement constitutes a compromise disposition of controverted claims, and by
executing this Agreement, the Parties do not admit liability for any of the
matters discussed in the course of negotiating this Agreement.  Except
as specified or otherwise provided for in this Agreement, no statements made in
this Agreement may be used against any Party for any purpose, and no statements
of the Parties (nor their officers, agents, employees, representatives, nor
attorneys) in the course of negotiating this Agreement may be admissible as
evidence for any purpose in any proceeding.

     

    
      	
              19.

            	
              Successors and
      Assigns

            


    

     

    Each and
all covenants and conditions of this Agreement shall inure to the benefit of and
shall be binding upon successors and interest, assigns and legal representatives
of the Parties.

     

    
      	
              20.

            	
              Governing Law;
      Arbitration of Disputes

            


    

     

    
      
        	
              	
                20.1

              	
                Choice of
      Law.  Notwithstanding
      anything to the contrary contained herein, this Agreement shall be
      construed in accordance with and governed by the substantive laws of the
      State of New York and the applicable federal laws of the United States of
      America, without giving effect to any choice of law rule that would cause
      the application of the laws of any jurisdiction other than the substantive
      laws of the State of New York and the applicable federal laws of the
      United States of America to the rights and duties of the
      Parties.  The United Nations Convention on Contracts for the
      International Sale of Goods shall not apply to this
    Agreement.

              


      

    

     

    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    

      

    
      
        	
              	
                20.2

              	
                Arbitration.  All
      disputes arising out of or in connection with the present contract shall
      be submitted to the International Court of Arbitration of the
      International Chamber of Commerce and shall be finally settled under the
      Rules of Arbitration of the International Chamber of Commerce by one (1)
      or three (3) arbitrator(s) appointed in accordance with the said
      rules.  The place of arbitration shall be
      Singapore.  The arbitration will be conducted in English, with a
      translator provided for those persons who speak Mandarin
      Chinese.  The award rendered by the arbitrator(s) shall be final
      and judgment may be entered thereon in any court having jurisdiction
      thereon.

              


      

    

     

    
      	
              21.

            	
              Authorization to
      Bind

            


    

     

    The
Parties warrant that their respective signatories have full authority to enter
into this Agreement on behalf of any entities for whom they are
signing.

     

    [THE
REST OF THIS PAGE INTENTIONALLY LEFT BLANK


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    

      

    IN WITNESS OF THE FOREGOING,
the Parties execute this Termination, Release and Settlement Agreement as
of the Effective Date:

     

    
      
        	
                Nordic
      Windpower USA, Inc.

              	 
      	
                GC
      China Turbine Corp.

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Thomas M. Carbone

              	 
      	
                By:

              	
                /s/ Qi Na

              
	 
      	
                Name
      Thomas M. Carbone

              	 
      	 
      	
                Name
      Qi Na

              
	 
      	 
      	 
      	 
      	 
      
	
                Its:

              	
                CEO

              	 
      	
                Its:

              	
                CEO

              
	 
      	 
      	 
      	 
      	 
      
	
                Date:

              	
                11/30/10

              	 
      	
                Date:

              	
                11/30/10

              
	 
      	 
      	 
      	 
      	 
      
	
                Nordic
      Windpower Limited

              	 
      	
                Luckcharm
      Holdings Limited

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Thomas M. Carbone

              	 
      	
                By:

              	
                /s/ Qi Na

              
	 
      	
                Name
      Thomas M. Carbone

              	 
      	 
      	
                Name
      Qi Na

              
	 
      	 
      	 
      	 
      	 
      
	
                Its:

              	
                CEO

              	 
      	
                Its:

              	
                Authorized Signatory

              
	 
      	 
      	 
      	 
      	 
      
	
                Date: 

              	
                11/30/10

              	 
      	
                Date: 

              	
                11/30/10

              
	 
      	 
      	 
      	 
      	 
      
	
                Nordic
      Windpower Holdings, Inc.

              	 
      	
                Wuhan
      Guoce Nordic New Energy Co., Ltd.

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Thomas M. Carbone

              	 
      	
                By:

              	
                /s/ Qi Na

              
	 
      	
                Name
      Thomas M. Carbone

              	 
      	 
      	
                Name
      Qi Na

              
	 
      	 
      	 
      	 
      	 
      
	
                Its:

              	
                CEO

              	 
      	
                Its:

              	
                General Manager

              
	 
      	 
      	 
      	 
      	 
      
	
                Date:

              	
                11/30/10

              	 
      	
                Date:

              	
                11/30/10

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    
      
        
          
            
              
                	
                        Deltawind
      AB

                      	 
      	
                        Wuhan
      Guoce Science & Technology Co., Ltd.

                      
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/ Arne J. Myre

                      	 
      	
                        By:

                      	
                        /s/ Qi Na

                      
	 
      	
                        Name
      Arne J. Myre

                      	 
      	 
      	
                        Name
      Qi Na

                      
	 
      	 
      	 
      	 
      	 
      
	
                        Its:

                      	
                        Chairman

                      	 
      	Its:	Authorized Signatory
	 
      	 
      	 
      	 
      	 
      
	
                        Date:

                      	
                        11/30/10

                      	 
      	
                        Date:

                      	
                        11/30/10

                      
	 
      	 
      	 
      	 
      	 
      
	
                        and

                      	 
      	
                        Wuhan
      Zhongjieneng New Energy Investment Ptd.

                      
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/ Joar Viken

                      	 
      	
                        By:

                      	
                        /s/ Qi Na

                      
	 
      	
                        Name
      Joar Viken

                      	 
      	 
      	
                        Name
      Qi Na

                      
	 
      	 
      	 
      	 
      	 
      
	
                        Its:

                      	
                        Director

                      	 
      	
                        Its:

                      	
                        Authorized Signatory

                      
	 
      	 
      	 
      	 
      	 
      
	
                        Date:

                      	
                        11/30/10

                      	 
      	
                        Date:

                      	
                        11/30/10

                      


              

            

          

        

      

    

    


     [SIGNATURE
PAGE TO TERMINATION, RELEASE AND SETTLEMENT

    AGREEMENT]