PROMISSORY
NOTE

     

    


    
      	
              $10,000,000.00

            	
              July
      31, 2009

            


    

    


     

    This
Promissory Note (“Note”) is being
issued by 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 (the “Company”), to NORDIC TURBINES, INC., a
Nevada corporation having an office at 1694 Falmouth Road #150, Centerville,
Massachusetts USA 02632-2933 (the “Holder”), in connection with
those certain Amended and Restated Agreement and Amended and Restated Binding
Letter of Intent, each dated as of July 31, 2009 (the “Transaction Agreements”), by
and among the Company, Wuhan Guoce Nordic New Energy Co., Ltd., a People’s
Republic of China company (“GC
Nordic”), NewMargin Growth Fund L.P., Ceyuan Ventures Fund II, L.P.,
Ceyuan Ventures Advisors Fund II, LLC and Holder.

    


    For value
received, the Company and the Holder agree that (i) upon consummation of the
reverse merger as set forth under the Transaction Agreements, the principal sum
of USD Ten Million Dollars ($10,000,000.00) owed hereunder (the “Debt”) shall be forgiven by
the Holder and this Note shall be canceled, and (ii) if the reverse merger is
not completed as stated under the Transaction Agreements, the Holder shall
forgive the Debt and cancel this Note so long as the Company complies with the
conversion provisions as set forth under the Transaction
Agreements.  If the reverse merger fails to occur or the Company fails
to comply with the conversion requirements under the Transaction Agreements
within one hundred eighty (180) days from the date first set forth above (the
“Maturity Date”), then
the Debt shall be due and payable on the Maturity Date.

     

    The
Company agrees to reimburse the Holder for all costs of collection or
enforcement of this Note (including, but not limited to, reasonable attorneys'
fees) incurred by the Holder. Neither this Note nor any rights hereunder may be
assigned, conveyed or transferred, in whole or in part, by a party to this Note
without the other party’s prior written consent, which the other party may
withhold in its sole discretion. The rights and obligations of the Company and
the Holder under this Note shall be binding upon and benefit their respective
permitted successors, assigns, heirs, administrators and
transferees.

     

    This Note
shall be governed by and construed under the internal laws of the State of
Nevada as applied to agreements among Nevada residents entered into and to be
performed entirely within Nevada, without reference to principles of conflict of
laws or choice of laws.

     

    
      
        
        

      

      
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                      LUCKCHARM
      HOLDINGS LIMITED

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Authorized Signatory	 
	 	 	 	 


            

          

        

      

    

     

    Agreed to and accepted
by:


    
      
        
          
            
              
                
                  
                    
                      
                        	 	 	 	 	 	 
	NORDIC TURBINES,
      INC.	 	 	 	 
	 	 	 	 	 	 
	By:
      	
                                /s/
      Marcus Laun

                              	 	 	
                                 

                              	 
	Name: 
      	
                                Marcus
      Laun

                              	 	 	
                                 

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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