Exhibit 10.49
                                                                     Translation

                       Guaranty Contract of Maximum Amount
                     Shenfa Longhua E'bao Zi 20050919002-01

Party A: Longhua Branch, Shenzhen Development Bank (Creditor)
Address: Longhua Street Office, Bao'an District, Shenzhen
Telephone: 27705216        Fax: 27705221
Person in charge: Liu Shuli      Position: President of Longhua Branch

Party B: Shenzhen BAK Battery Co., Ltd. (Guarantor)
Address: Kuichong, Longgang District, Shenzhen
Legal Representative: Li Xiangqian   Position: Chairman of Board

In order to secure the  indebtedness  of Shenzhen  Tongli  High-tech  Co.,  Ltd.
(hereinafter  referred to as Obligor) under the Credit  Facility for Discount of
Commercial  Draft Agreement  (reference no. Shenfa Longhua Shangzi  20050919002,
hereinafter  referred  to as Master  Agreement)  entered  into by  Creditor  and
Obligor,  the  Guarantor  agrees to  provide  guaranty  to the  Creditor  as the
guarantor of the Obligor.  Through friendly  negotiation,  both parties agree to
enter into this Contract.

I. Scope of Guaranty
The scope of guaranty covers all loan principal,  interest, penalty interest and
all the expenses incurred to the Creditor in realizing its creditor's right. The
maximum loan principal shall not exceed RMB 15 Million yuan.

II. Guaranty Period
The guaranty  period under this  Contract is from the date of  effectiveness  of
this  Contract to 2 years after the expiry of each credit  facilities  under the
Master  Agreement.  In case that the Creditor  lawfully  transfer its creditor's
right to a third party during the guaranty period,  the Guarantor shall continue
to perform its obligation of guaranty as originally agreed.


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III. Obligation of Guaranty
The  Guarantor  shall  bear  the  joint  and  several  liability  to  repay  all
indebtedness of the Obligor within the scope of the guaranty. In case of default
by the  Obligor,  the  Creditor  is  entitled  to demand the Obligor to repay or
demand the Guarantor to repay. The Guarantor irrevocably authorizes the Creditor
to transfer  directly the relevant amount of money from the account of Guarantor
to the account of Creditor in case of default of the Obligor  upon mature of its
indebtedness.

IV. The guaranty of pledge  provided by the  Guarantor is  independent  from and
shall not be replaced by any other guaranty provided by other guarantors.

V. The guaranty under this Contract is irrevocable  and shall not be affected by
any documentation or agreements entered into by the Guarantor and other parties,
nor be affected by the insolvency, bankruptcy, cancellation of corporate status,
or amendment of articles of association of the Obligor.

VI. In case that part or whole of the Master Agreement or agreement entered into
under the Master Agreement  become invalid due to any reason,  the Obligor shall
nevertheless perform its obligation of repayment and the Guarantor shall perform
its  obligation  of  guaranty  for the  Obligor's  obligation  of  repayment  in
accordance with this Contract.

VII. Undertakings and Representations of the Guarantor
The Guarantor is legally qualified to execute and perform this Contract, and has
obtained  all  necessary  authorization  by the  board  of  directors  or  other
competent authorities (as the case may be).
The Guarantor  undertakes that all application  materials submitted by it to the
Creditor  are  truthful,  lawful,  effective  and  with  no  serious  errors  or
omissions.



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The Guarantor also undertakes that all  application  materials  submitted by the
Obligor to the  Creditor are  truthful,  lawful,  effective  and with no serious
errors or omissions.

The Guarantor  shall notify the Creditor in writing  within 10 days after it has
changed its address, contact details, liaison telephone, business scope or legal
representative etc.

The  Guarantor  has fully  understood  all  provisions of this Contract and both
parties execute this Contract of their free will.

VIII. Amendment and Termination of Contract
     1.   In case that any party intends to amend or terminate this Contract, it
          shall notify the other party in writing and a written  agreement shall
          be reached by both parties. This Contract shall remain valid until the
          written  agreement  to  amend  or  terminate  this  Contract  has been
          reached.

     2.   Any  waiver  or  tolerance  by the  Creditor  shall  not be  deemed as
          amendment  or  termination  of this  Contract  except  that a  written
          agreement has been reached in accordance with the above provision.

     3.   In case that the Master Agreement has been amended, the Creditor shall
          seek the approval of the Guarantor  immediately.  The Guarantor  shall
          continue to bear the  responsibility  of guaranty for the indebtedness
          of the  Obligor  under  the  Master  Agreement  (before  and after the
          amendment)  only after it has approved such  amendment.  However,  the
          Creditor  does not  need to seek the  approval  of the  Guarantor  for
          amendment of the Master  Agreement which decreases the indebtedness of
          the Obligor.

IX. Applicable Law and Dispute Settlement

     1.   The execution and  performance  of this Contract  shall be governed by
          the laws of People's Republic of China;

     2.   The method of dispute  settlement  for this Contract shall be the same
          with that of the Master Agreement.



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X. Other Issues Agreed by Both Parties

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XI. This Agreement  shall be signed by both Parties and stamped with the company
chop of both Parties. This Agreement has 4 originals.  The Creditor shall retain
2  originals  and  Guarantor  and Obligor  shall each  retain 1  original.  Each
original is of the same legal effect.




   Party A (Company Chop):__________________
   Authorized Representative:_______________
   Date: 16 September 2005

   Party B (Company Chop):__________________
   Authorized Representative:_______________
   Date: 16 September 2005