THIS NOTE
AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, OR OTHER­WISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
ACT.

     

    Nordic
Turbines, Inc.

     

    AMENDED
AND RESTATED CONVERTIBLE PROMISSORY NOTE

     

    
      	
              July
      31, 2009

            	
              $2,500,000

            


    

     

    Nordic
Turbines, Inc., a Nevada corporation (the “Company”), for value received,
promises to pay to the order of NewMargin Growth Fund, L.P. (the “Holder”), the sum of
$2,500,000, or the aggregate unpaid principal balance of all amounts outstanding
hereunder, whichever is less (the "Principal"), plus simple
interest thereon from the date first set forth above until paid at an annual
interest rate equal to the lower of six percent (6%) or the lowest rate
permissible by law, and in accordance with the provisions of Section 2
below.  Any remaining principal and interest hereof will be paid or
converted pursuant to the terms hereof or under the Agreement.

     

    This Note
amends and restates, and supersedes the terms and conditions of that certain
convertible promissory note dated July 22, 2009 between the Company and
Holder.  This Note is issued by the Company in connection with that
certain Agreement dated as of July 20, 2009 and amended July 31, 2009, among
Luckcharm Holdings Limited, a Hong Kong company (“Luckcharm”), Wuhan Guoce
Nordic New Energy Co., Ltd., a People’s Republic of China company (“GC Nordic”), the Company,
Ceyuan Ventures II, L.P., Ceyuan Ventures Advisors Fund II, LLC and Holder (the
“Agreement”).  This
Note incorporates by reference all the terms of the Agreement.  The
following is a statement of the rights of the Holder and the conditions to which
this Note is subject, and to which the Holder, by the acceptance of this Note,
agrees:

     

    1.           Definitions.  As
used in this Note, the following terms, unless the context otherwise requires,
have the following meanings:

     

    1.1           “Company” will mean Nordic
Turbines, Inc. and will include any corporation, partnership, limited liability
company or other entity that will succeed to or assume the obligations of the
Company under this Note.

     

    1.2           “Holder” will mean any person
who will at the time be the registered holder of this Note.

     

    2.           Issuance of Principal and
Conversion

     

    2.1           The
Company has agreed to loan Luckcharm the principal amount of $2,500,000 on or
before July 24, 2009 in accordance with the terms of the
Agreement.  As a matter of convenience, the Holder will wire transfer
the Principal directly to Luckcharm on the date of issuance of this
Note.

     

    2.2           Upon
the closing a merger transaction among the Company or its wholly-owned
subsidiary, Luckcharm and GC Nordic (the “Merger”), the outstanding
Principal and accrued but unpaid interest thereon (the “Debt”) will automatically and
without any action on the part of the Holder convert into shares of common stock
of the Company based on a per share conversion price of $0.80 (“Conversion Price”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.3           In
the event of conversion, the Holder will surrender the original copy of this
Note for conversion at the principal office of the Company at the time of such
closing.  Holder agrees to execute all necessary documents in
connection with the conversion of this Note, including a definitive stock
purchase agreement.  If upon such conversion of this Note a fraction
of a share would result, then the Company will round up to the nearest whole
share.

     

    2.4           In
the event the Merger or similar transaction fails to occur among the Company,
Luckcharm and GC Nordic within one hundred eighty (180) days of the date hereof,
Holder agrees to convert the Debt in accordance with the terms of the Agreement
and forgive and cancel this Note, and undertake all action and execute all
necessary documents required to accomplish the intent of the parties under the
Agreement.

     

    3.           Issuance of Consideration on
Conversion.  As soon as practicable after conversion of this
Note pursuant to Section 2 and receipt
of the original Note and related documents, but in not event later than five (5)
business days, the Company at its expense will cause to be issued in the name of
and delivered to the Holder, a certificate or certificates for the number of
shares of securities to which the Holder will be entitled on such conversion
(bearing such legends as may be required by applicable state and federal
securities laws in the opinion of legal counsel for the Company), together with
any other securities and property, if any, to which the Holder is entitled on
such conversion under the terms of this Note.

     

    4.           Adjustment
Provisions.  The number and character of shares of common stock
issuable upon conversion of this Note and the Conversion Price therefor, are
subject to adjustment upon occurrence of the following events:

     

    4.1           Adjustment for Stock Splits, Stock
Dividends, Recapitalizations, etc.  The Conversion Price of
this Note and the number of shares of common stock issuable upon conversion of
this Note shall each be proportionally adjusted to reflect any stock dividend,
stock split, reverse stock split, reclassification, recapitalization or other
similar event affecting the number of outstanding shares of common
stock.

     

    4.2           Adjustment for Reorganization,
Consolidation, Merger.  In the event (a) of any
reorganization of the Company, (b) the Company consolidates with or merges
into another entity, (c) the Company sells all or substantially all of its
assets to another entity and then distributes the proceeds to its shareholders,
or (d) the Company issues or otherwise sells securities representing more
than 50% of the voting power of the Company in a single or series of related
transactions immediately after giving effect to such transaction or series of
related transaction (each of such events shall be referred to herein as a “Liquidation Event”), then,
and in each such case, the Holder, upon the conversion of this Note at any time
after the consummation of any Liquidation Event shall be entitled to receive, in
lieu of the stock or other securities and property receivable upon the
conversion of this Note prior to such consummation, the stock or other
securities or property to which the Holder would have been entitled upon the
consummation of such Liquidation Event if the Holder had converted this Note
immediately prior thereto, all subject to further adjustment as provided in this
Note, and the successor or purchasing entity in a Liquidation Event (if other
than the Company) shall duly execute and deliver to the Holder a supplement
hereto acknowledging such entity’s obligations under this Note.

     

    
      
         

      

      
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    4.3           No Change
Necessary.  The form of this Note need not be changed because
of any adjustment in the Conversion Price or in the number of shares of common
stock issuable upon its conversion.

     

    5.           Representations and Acknowledgments
of the Holder.  The Holder hereby represents, warrants,
acknowledges and agrees that:

     

    5.1           Investment.  The
Holder is acquiring this Note and the securities issuable upon conversion of
this Note (together, the “Securities”) for the Holder’s
own account, and not directly or indirectly for the account of any other
person.  The Holder is acquiring the Securities for investment and not
with a view to distribution or resale thereof except in compliance with
Securities Act of 1933 (the “Act”) and any applicable state
law regulating securities.

     

    5.2           Access to
Information.  The Holder has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of the
Company with respect to the terms and conditions of the transactions
contemplated hereby and with respect to the business, affairs, financial
condition and results of operations of the Company.  The Holder has
had access to such financial and other information as is necessary in order for
the Holder to make a fully informed decision as to investment in the Company,
and has had the opportunity to obtain any additional information necessary to
verify any of such information to which the Holder has had access.

     

    5.3           Pre-Existing
Relationship.  The Holder further represents and warrants that
the Holder has such business or financial expertise as to be able to protect the
Holder’s own interests in connection with the purchase of the
Securities.

     

    5.4           Speculative
Investment.  The Holder’s investment in the Company represented
by the Securities is highly speculative in nature and is subject to a high
degree of risk of loss in whole or in part; the amount of such investment is
within the Holder’s risk capital means and is not so great in relation to the
Holder’s total financial resources as would jeopardize the financial condition
of the Holder in the event such investment were lost in whole or in
part.

     

    5.5           Unregistered
Securities.

     

    (a)           The
Holder must bear the economic risk of investment for an indefinite period of
time because the Securities have not been registered under the Act and therefore
cannot and will not be sold unless they are subsequently registered under the
Act or an exemption from such registration is available.  The Company
has made no representations, warranties or covenants whatsoever as to whether
any exemption from the Act, including, without limitation, any exemption for
limited sales in routine brokers’ transactions pursuant to Rule 144 under the
Act will become available.

     

    (b)           Transfer
of the Securities has not been registered or qualified under any applicable
state law regulating securities and therefore the Securities cannot and will not
be sold unless they are subsequently registered or qualified under any such act
or an exemption therefrom is available.  The Company has made no
representations, warranties or covenants whatsoever as to whether any exemption
from any such act will become available.

     

    
      
         

      

      
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    5.6           Accredited
Investor.  The Holder presently qualifies as an “accredited
investor” within the meaning of Regulation D of the rules and regulations
promulgated under the Act.

     

    6.           Miscellaneous.

     

    6.1           Waiver and
Amendment.  Any provision of this Note may be amended, waived
or modified only upon the written consent of the Company and the
Holder.

     

    6.2           Restrictions on
Transfer.  This Note may only be transferred in compliance with
applicable state and federal laws.  All rights and obligations of the
Company and the Holder will be binding upon and benefit the successors, assigns,
heirs, and administrators of the parties.

     

    6.3           Company
Representation.  The Company represents to the Holder that the
Company is a corporation duly organized, validly existing, authorized to
exercise all its corporate powers, rights and privileges, and in good standing
in the State of Nevada and has the corporate power and corporate authority to
own and operate its properties and to carry on its business as now conducted;
all corporate action on the part of the Company, its officers, directors, and
shareholders necessary for the authorization, execution, delivery, and
performance of all obligations under this Note have been taken; this Note
constitutes a legally binding and valid obligation of the Company enforceable in
accordance with its terms, except to the extent that such enforcement may be
subject to applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium, fraudulent conveyance or other laws or court decisions relating to
or affecting the rights of creditors generally, and such enforcement may be
limited by equitable principles of general applicability.

     

    6.4           No
Assignment.  Holder may not transfer or assign all or any part
of this Note except upon prior written notice to the Company and with the
Company’s prior written consent, which consent shall not be unreasonably
withheld; except that Holder may transfer this Note or part thereof to any of
its affiliates.

     

    6.5           Governing Law.  This
Note will be governed by the laws of the State of Nevada applicable to contracts
between Nevada residents wholly to be performed in Nevada.

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the Company has
caused this Note to be issued as of the date first above written.

     

    
      
        	 	      
                Nordic
      Turbines, Inc.

                a
      Nevada corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Marcus
      Laun	 
	 	 	Marcus
      Laun	 
	 	 	Director	 
	 	 	 	 


      

    

     

    Agreed
and Accepted by the Holder:

    
      
        
          
            	 	 	 	 	 
	
                    /s/
      Authorized Signatory

                  	 	 	
                     

                  	 
	
                    NewMargin
      Growth Fund L.P.

                  	 	 	
                     

                  	 


          

        

      



     

    
      
         

      

      
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