AMENDED
AND RESTATED

    BINDING
LETTER OF INTENT

     

    THIS BINDING LETTER OF INTENT,
hereinafter referred to as the “LOI”, is entered into by and,

     

    
      
        	      
                AMONG:

              	      
                NORDIC TURBINES, INC., a
      Nevada corporation having an office at 1694 Falmouth Road #150,
      Centerville, Massachusetts USA 02632-2933

              
	 	 
	 	(“COMPANY”) 
	 	 
	
                AND:

              	
                LUCKCHARM HOLDINGS LIMITED,
      a Hong Kong company having an office at Flat/Room 703, Nan Dao
      Comm. Building, 359-361 Queen’s Road Central, Hong
  Kong

              


      

    

    


    
      	
               
      

            	
              (“LUCKCHARM”)

            


    

    


    
      
        	
                AND:

              	
                WUHAN GUOCE NORDIC NEW ENERGY
      CO. LTD, a People’s Republic of China company having an office at
      No. 86, Nanhu Avenue, East Lake Development Zone, Wuhan,
    China

              
	 	 
	 	(“GC
  NORDIC”)


      

    

    


    
      	
              AND:

            	
              NEWMARGIN GROWTH FUND L.P.,
      having an office at Villa 3, Radisson Plaza 78 Xing Guo Road,
      Shanghai, China

            


    

    


    (“NEWMARGIN”)

    


    
      	
              AND:

            	
              CEYUAN VENTURES II,
      L.P.,
      having an office at No.35, Qinlao Hutong, Dongcheng District,
      Beijing, China

            


    

    


    (“CEYUAN LP”)

    


    
      	
              AND:

            	
              CEYUAN VENTURES ADVISORS FUND
      II, LLC.,
      having an office at No.35, Qinlao Hutong, Dongcheng District,
      Beijing, China

            


    

    


    (“CEYUAN ADVISORS”, and together with
Ceyuan LP, “CEYUAN”)

    


    


    WHEREAS the Company, GC
Nordic, Luckcharm and NewMargin entered into that certain binding letter of
intent dated July 24, 2009 (“Original LOI”), and the
Company, GC Nordic, Luckcharm and NewMargin desire to amend and restate such
Original LOI in its entirety to include additional parties as set forth
herein.

    


    WHEREAS the Company wishes to
acquire GC Nordic and believes GC Nordic to have a valuable existing business
focusing on the production of electrical generation turbines.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AND WHEREAS the Company,
Luckcharm and GC Nordic wish to enter into a merger transaction whereby the
Company or a wholly-owned subsidiary of the Company would purchase all of the
issued and outstanding shares of Luckcharm in exchange for the issuance to the
shareholders of Luckcharm of 54% of the ownership interest in the Company (on a
post-Closing basis).

    


    AND WHEREAS the parties wish
to enter into this Binding Letter of Intent which states that, upon completion
of the conditions as set forth herein and in a formal, definitive agreement or
other transaction structure, the Company or a wholly-owned subsidiary of the
Company will acquire 100% of the ownership interest in Luckcharm and GC
Nordic.

     

    NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the parties
agree as follows:

     

     

    
      	
              1.

            	
              The
      Company has made a loan of USD $2,500,000 to Luckcharm on or before the
      date of execution of this LOI.

            


    

     

    
      	
              2.

            	
              This LOI constitutes a binding agreement with regard to the
      various matters set forth herein and shall become effective with
      respect to Paragraphs 3-9 only upon the date the Company makes an additional loan of USD
      $7,500,000 to Luckcharm.

            


    

     

    
      	
              3.

            	
              The
      Company, Luckcharm and GC Nordic agree that they will enter into a
      definitive agreement containing substantially the same terms and
      provisions as set forth in Paragraphs 3-9 of this LOI within thirty (30)
      days from the date of execution of this LOI (the “Definitive
      Agreement”).

            


    

     

    
      	
              4.

            	
              Upon
      the satisfaction of the conditions set forth herein and in the Definitive
      Agreement, the Company or its wholly-owned subsidiary shall acquire all of
      the issued and outstanding capital stock of Luckcharm in exchange for the
      issuance of shares of common stock of the Company to the shareholders of
      Luckcharm, which will represent a fifty four percent (54%) ownership
      interest in the Company post-Closing (the “Merger”).  Additionally,
      upon consummation of the Merger, the Company shall directly or indirectly
      own all of the outstanding capital stock of GC
  Nordic.

            


    

     

    
      	
              5.

            	
              The
      parties agree that in the event GC Nordic enters into a corporate
      restructuring, the terms and conditions of this LOI shall be construed
      broadly to meet the intent of the parties hereto.  It is the
      understanding of both parties that GC Nordic intends to restructure itself
      such that all of its issued and outstanding capital stock is owned by
      Luckcharm.  As such, the Merger shall occur between the Company
      or a wholly-owned subsidiary of the Company, Luckcharm and GC
      Nordic.

            


    

     

    
      	
              6.

            	
              The
      closing of the Merger (the “Closing”) shall occur as
      promptly as practicable, but in all events on or before the date that is
      thirty (30) days from the date on which GC Nordic completes the audit of
      its financial statements as required to be filed by the Company upon the
      Closing in accordance with the Securities Exchange Act of 1934, as
      amended.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              The
      obligation of GC Nordic to consummate the Merger is conditioned upon a
      financing in the amount of USD $10,000,000 into the merged entity at
      Closing, of which at least $1,000,000 or any other amount agreed upon by
      Clarus Capital Ltd. and GC Nordic, shall be invested by Clarus Capital
      Ltd. or one of its affiliates.

            


    

     

    
      	
              8.

            	
              The
      Definitive Agreement shall contain customary representation and
      warranties, covenants and indemnification provisions and as previously set
      forth in that certain letter of intent between the Company and GC Nordic
      dated May 22, 2009.  For the avoidance of doubt, in the event of
      any conflicts between this LOI and that prior letter of intent, the terms
      and conditions of this LOI shall
control.

            


    

     

    
      	
              9.

            	
              In consideration of the time and
      effort the
      Company will incur to
      pursue this transaction, each of Luckcharm and GC Nordic agrees that, from the date of
      execution of this LOI (or, if sooner, until
      such time as the
      parties agree in writing to terminate this LOI) until the Closing, neither Luckcharm, GC Nordic nor their shareholders nor any person or
      entity acting on
      their behalf will in any way directly or indirectly (i) solicit, initiate,
      encourage or facilitate any offer to purchase
      Luckcharm or
      GC Nordic or any of their assets or equity, (ii) enter into
      any discussions, negotiations or agreements with any person or entity
      which provide for such purchase, or (iii) provide to any persons other
      than the Company or its representatives any
      information or data
      related to such purchase or afford access to the properties, books or
      records of Luckcharm and GC Nordic to any such persons. Luckcharm and GC Nordic will promptly notify the Company of any inquiry or proposal received by Luckcharm or GC Nordic, their shareholders or their representatives offering to
      purchase Luckcharm,
      GC Nordic or any part of their assets or equity. The restrictions set forth in this
      Paragraph 9 shall not apply to any solicitation, offer, agreement or discussions
      between Luckcharm and GC Nordic relating to the restructuring outlined in
      Paragraph 5 above.

            


    

     

    
      	
              10.

            	
              Pursuant
      to that certain agreement between the parties hereto dated July 31, 2009,
      NewMargin made a loan of USD $2,500,000 to the Company prior to July 24,
      2009 and NewMargin will make a loan of USD $2,500,000 to the Company on
      July 31, 2009, and Ceyuan will make aggregate loans totaling USD
      $5,000,000 to the Company on July 31, 2009 (the “Financing Agreement”).
      Upon the Closing, such aggregate loan amounts shall be converted into
      shares of common stock of the Company at $0.80 per share. In the event the
      parties hereto fail to consummate the Merger, then the parties shall
      undertake such additional action and execute any necessary documents to
      ensure that such aggregate loan amounts are converted into equity of GC
      Nordic as set forth in the Financing
Agreement.

            


    

     

    
      	
              11.

            	
              No
      party hereto will make any disclosure or public announcements of the
      proposed transactions, the LOI or the terms thereof without the prior
      knowledge of the other parties, which shall not be unreasonably withheld,
      or except as required by relevant securities laws; provided, however, the
      Company may issue press releases in the ordinary course of business but
      will make no reference to the parties hereto unless their prior written
      consent is received.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              12.

            	
              Each
      party agrees and acknowledges that such party and its directors, officers,
      employees, agents and representatives will disclose business information
      and information about the proposed transaction in the course of securing
      financings for the Company, Luckcharm and GC Nordic and that the parties
      and their representatives may be required to disclose that information
      under the continuous disclosure requirements of the Securities Exchange
      Act of 1934.

            


    

     

    
      	
              13.

            	
              This
      LOI shall be construed in accordance with, and governed by, the laws of
      the State of Nevada, and each party separately and unconditionally
      subjects to the jurisdiction of any court of competent authority in the
      State of Nevada, and the rules and regulations thereof, for all purposes
      related to this agreement and/or their respective performance
      hereunder.

            


    

     

    
      	
              14.

            	
              The
      parties shall prepare, execute and file any and all documents necessary to
      comply with all applicable federal and state securities laws, rules and
      regulations in any jurisdiction where they are required to do
      so.

            


    

     

    
      	
              15.

            	
              If
      any term or provision hereof shall be held illegal or invalid, this LOI
      shall be construed and enforced as if such illegal or invalid term or
      provision had not been contained
herein.

            


    

     

    
      	
              16.

            	
              All
      references to currency in this LOI are references to the lawful currency
      of the United States of America.

            


    

     

    
      	
              17.

            	
              This LOI may be executed in counterparts,
      by original or facsimile signature, with the same effect as if the
      signatures to each such counterpart were upon a single
      instrument; and each counterpart shall be enforceable against the
      party actually executing such
      counterpart.  All counterparts shall be deemed an original
      copy.

            


    

     

    
      	
              18.

            	
              The delay or failure of a party to
      enforce at any time any provision of this LOI shall in no way be considered a
      waiver of any such provision, or any other provision of this LOI.  No waiver of, delay
      or failure to enforce any provision of this LOI shall in any way be considered a
      continuing waiver or be construed as a subsequent waiver of any such
      provision, or any other provision of this LOI.

            


    

     

    
      	
              19.

            	
              This LOI supersedes, amend and
      restates in its entirety the terms and conditions under the Original
      LOI.

            


    

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                                                                                  	DATED EFFECTIVE JULY 31,
      2009	 	 	 	 
	 	 	 	 	 
	NORDIC TURBINES,
      INC.	 	 	 	 
	 	 	 	 	 
	
                                                                                          /s/
      Marcus Laun

                                                                                        	 	 	
                                                                                           

                                                                                        	 
	
                                                                                           

                                                                                        	 	 	
                                                                                           

                                                                                        	 
	 	 	 	 	 
	
                                                                                           

                                                                                        	 	 	
                                                                                           

                                                                                        	 
	LUCKCHARM HOLDINGS
      LIMITED	 	 	 	 
	 	 	 	 	 
	/s/
      Authorized Signatory	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	WUHAN GC NORDIC NEW ENERGY
      LTD.	 	 	 	 
	 	 	 	 	 
	/s/
      Authorized Signatory	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	NEWMARGIN GROWTH FUND
      L.P.	 	 	 	 
	 	 	 	 	 
	/s/
      Authorized Signatory	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	CEYUAN VENTURES, II,
      L.P.	 	 	 	 
	 	 	 	 	 
	/s/
      Authorized Signatory	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	CEYUAN VENTURES ADVISORS FUND
      II, LLC	 	 	 	 
	 	 	 	 	 
	/s/
      Authorized Signatory	 	 	 	 


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



    


    
      
        
        

      

      
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