Exhibit 10.45
                                                                     Translation

                     Comprehensive Credit Facility Agreement
                           No. Jie 2005 Zong 1145042R

The  parties  have  entered  into this  agreement  of their own will and through
friendly negotiation.

Party A: Shenzhen BAK Battery Co., Ltd.
Address: BAK Industrial Park, Kuichong Town, Longgang District, Shenzhen
Legal Representative: Li Xiangqian        Postal Code: 518119
Telephone: 0755-89770025

Party B: Shenzhen Branch, China Construction Bank
Person in charge: Zeng Jianhua            Postal Code: 518010
Address: East Section, Financial Center Building, Hongling Nan Road,
Luohu District, Shenzhen
Engaging division: Dapeng Division        Contact person: Deng Xiongsheng
Telephone of engaging division: 0755-84305224      Fax: 84305249

Article 1. Comprehensive Credit Facility
The  comprehensive  credit  facility under this Agreement  refers to the balance
limit  for the  loan  principal  granted  by  Party B to  Party A under  certain
conditions  within the valid period under this  Agreement.  During the aforesaid
valid period,  Party A may apply for the bank loan in accordance  with the terms
and  conditions of this  Agreement  continuously  without  limitation of time or
amount (unless  otherwise agreed upon),  provided that the remaining  balance of
the  amount of loan  principal  used by or unpaid by Party A does not exceed the
total amount of the credit facility  agreed by both Parties.  And thel amount of
bank loan to be applied by Party A together  with the  remaining  balance of the
amount of loan principal used by or unpaid by Party A shall not exceed the total
amount of the credit facility agreed by both Parties.



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Article 2. Interpretation and Definition
The   "Appendix"  to  this  Agreement   shall  mean  all  legal   documentations
representing the debt relationship between Party A and Party B which are entered
into within the valid period of the credit  facility,  including but not limited
to all application  letter,  notification,  supplementary  agreement,  letter of
guaranty  and all  certificate  and  credence  signed  in  accordance  with this
Agreement. The appendix is an integral part to this Agreement.

Article 3. Type and Amount of Comprehensive Credit Facility
1. Party B agrees to grant to Party A the  comprehensive  credit  facility  with
total amount no more than RMB 100 million yuan, which include:
     (1)  working  capital  loan  facility  of  RMB  100  million  yuan.  Unless
          otherwise  agreed,  the term for each of the said working capital loan
          shall be no more than one year and the  maturity  date for each of the
          said  working  capital loan shall be no less than six months after the
          maturity of the valid period of credit facility.
     (2)  bank  acceptance  of  commercial  draft of RMB 30  million  yuan.  The
          acceptance for each  commercial  draft shall be no more than 180 days.
          The  guaranty  money  shall be no less than ____ % of the said  credit
          facility.
     (3)  discount of commercial draft of RMB 80 million yuan.
2. In case that the guarantor  performs its obligation of guaranty in accordance
with the relevant guaranty agreement, Party B shall accordingly deduct the total
amount of credit  facility by the loan  principal  for which the  guarantor  has
performed its obligation of guaranty.
3. At any time  during  the valid  period of  credit  facility,  the plus of the
amount of credit  facility of each type to be applied by Party A with the unpaid
balance of the credit facility of such type shall not exceed the total amount of
credit facility of this type as agreed in this Agreement.

Article 4. Valid Period
1. The valid period of the credit  facility under this Agreement shall be twelve
months after the signature of this Agreement.
2. The maturity date for performance of the repayment obligations by Party A for
the credit  facility  which is applied within the valid period may be later than
the expiry date of the valid period (unless otherwise agreed).



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3. The credit  facility shall be terminated and any unused credit facility shall
become invalid upon the expiry of the valid period.

Article 5. Use of Credit Facility
1. Unless waived partly or wholly by Party B, the  preconditions  for use of the
credit facility are as follows:
     (1)  Party A has gone through all the legal  procedures  for the  approval,
          registration  and  delivery  etc. in  relation to the credit  facility
          under  this  Agreement  in  accordance  with  the  relevant  laws  and
          regulations;
     (2)  The  guaranty  agreement  or other  security  required  by Party B has
          become effective;
     (3)  No breach of contract  listed in this  Agreement  has been occurred or
          sustaining;
     (4)  Party A has paid the administration fee to Party B if required by this
          Agreement;
     (5)  Party A has signed the relevant  documents and provided relevant proof
          or materials as required by Party B.
2. The credit facility shall become the indebtedness  owed by Party A to Party B
once it is used by Party A. Party B shall enjoy the creditor's right for all due
or  undue  debt  owed  by  Party  A to  Party B  under  this  Agreement  and its
appendixes,  including but not limited to principal, interest (including penalty
interest and compound interest),  breach of contract  compensation,  damages and
all expenses of Party B incurred in realizing the  creditor's  right  (including
but not limited to litigation fee,  arbitration fee, attachment fee, enforcement
fee, evaluation fee, auction fee, lawyer's fee and travel cost etc.).
3. The amount,  commence date, maturity date, interest rate and usage purpose of
each debt incurred by use of the credit  facility shall be those recorded in the
relevant  appendix  such  as  credence,  notification,   application  letter  or
supplementary  agreement etc. Party B may approve for the application by Party A
to use the credit facility in accordance with this Agreement and its appendix by
issuing the notification or by act.
4. If no  specific  currency  or  amount is  stipulated  for each type of credit
facility  in this  Agreement,  Party A may apply in writing for one or more than
one type of credit  facility  within  the  agreed  total  amount  subject to the
approval by Party B.


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5. In case that Party A is the acceptor of the commercial draft for the discount
of commercial draft under this Agreement,  Party B's discount, as applied for by
the bearer,  of the  commercial  draft which has been  accepted by Party A shall
constitute the use of the credit facility by Party A.
6. For  application  made by Party A for  financing  within the agreed amount in
currency  other than those  stated in article 3, Party B is  entitled  to decide
whether to approve for such application at its own discretion.  The financing in
other  currency  shall be  exchanged  into the  equivalent  amount in the agreed
currency in calculating the remaining balance of the credit facility.
7. Party B is  entitled  to adjust or even  cancel the unused  balance of credit
facility in case that the credit rating of Party A deteriorates.

Article 6. Security
1. The method of security for this Agreement and its appendix shall be guaranty,
the detailed terms and  conditions of which are described in Irrevocable  Letter
of  Guaranty  (Ref.  Bao  2005  Zong  1145042R-1)  and  Guaranty  Agreement  for
Comprehensive Credit Facility (Ref. Bao 2005 Zong 1145042R-2).
2. In case that the  indebtedness of Party A is transformed into working capital
loan due to failure of Party A to pay back the debt in time, Party B is entitled
to enforce the guaranty based upon its creditor's right of working capital loan.
Party B is also entitled to demand the  replacement  of guarantor or increase of
other security as necessary.

Article 7. Interest and Payment of Interest
1. The interest rate and payment of interest shall be determined in the relevant
appendix.
2. The interest will be calculated daily. Party A shall pay the interest on each
interest paying day. The all due interest shall be paid upon the maturity of the
debt.
3. The  adjustment  of interest rate and payment of interest will be carried out
in  accordance  with  the  relevant  rules of  People's  Bank of  China.  If the
authorities  such as People's Bank of China amend the regulatory  rules which is
applicable to this  Agreement  during the  performance of this  Agreement,  such
regulatory  rules shall be govern this  Agreement  without the  notification  by
Party B.



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Article 8. Repayment
1. Party A shall pay back all debt on the  maturity  date stated in the relevant
appendix and based upon the following principles:
(1) Under the  circumstances  that the principal of the loan has become  overdue
for over 90 days or the  interest  of the loan has  become  overdue  for over 90
days,  or the  business  operation  of Party A has been  ceased  or the  related
project  of  Party  A has  been  ceased,  or as  required  by  relevant  laws or
regulations, Party A shall make the payment of the principal first and then make
the payment of interest;
(2) Under the circumstances  other than those stated in the above, Party A shall
make the payment of interest  first and then make the payment of  principal  and
all interest shall be paid off as the principal has been paid off.
2. Party A shall give one month prior application for extension of the loan term
in case that it is anticipated that Party A is unable to pay back the loan as
scheduled. Party B is entitled to decide whether to approve the application at
its own discretion.
3. Party A shall remit the sufficient amount of fund into its account in Party B
before the mature day stipulated in this Agreement and its appendix.  Party B is
entitled to transfer the fund directly from the account of Party A to Party B.
4. Prepayment
     (1) Party A shall give prior  notification to Party B for prepayment of the
     interest.
     (2) Party A shall  give 30  banking  day prior  application  to Party B for
     prepayment of principal and such application shall be approved by Party B.
     The interest  shall be calculated  in  accordance  with the actual days for
which  the  loan is used by Party A and the  interest  rate  stipulated  in this
Agreement and its appendix in case of prepayment by Party A. Party B is entitled
to demand  compensation  by Party A which shall be  calculated as "the amount of
prepayment X months before  maturity X 1/oo". If Party A makes the prepayment in
less than 1 month before maturity,  the month before maturity shall be deemed as
one month.
5. In case  that the loan is paid back by Party A in  installments  as agreed by
both  Parties,  the  prepayment  by  Party  A  shall  be  offset  by the  agreed
installments in a reverse order. The remaining  balance of the unpaid loan after
the prepayment by Party A shall be paid back in accordance with this Agreement.



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Article 9. Rights and Obligations

1. Party A is entitled to demand  Party B keep  confidential  all the  financial
materials and business information provided by Party A unless otherwise required
by laws and regulations.
2. Party A shall  provide  Party B with the  truthful,  complete  and  effective
financial and accounting material and business operation information as required
by Party B. Party A shall not provide any false  information or conceal material
business operation or financial fact.
3. Party A shall carry out the bank operation in relation to the financing under
this Agreement such as settlement through Party B or the branches of Party B.
4. Party A shall  cooperate with and assist Party B for Party B's supervision of
the  business  operation,  financial  activity  of  Party  A and  the use of the
comprehensive credit facility under this Agreement by Party A.
5. Party A shall use the comprehensive credit facility for the purpose agreed by
both  Parties  and  shall  not  use  such  financing  for  illegal   purpose  or
transactions.
6. Party A shall pay off the debt timely in accordance  with this  Agreement and
its appendix.
7. Party A shall not  dispose  of its  assets or take  other  actions in form of
withdraw of capital,  transfer of asset etc.  which may impair its  capacity for
repayment  of its debt for the  purpose of evasion of its  indebtedness  owed to
Party B.
8.  Before the debt of Party A owed to Party B has been  settled,  Party A shall
notify  Party B in writing of and  obtain  the  approval  by Party B for acts of
Party A which may  affect  its  capacity  for  repayment  of its  debt,  such as
granting of guaranty by Party A for the debt of other third party or amending by
Party A the debt contract with other creditors or prepayment by Party A of other
long-term debt.
9. Party A shall provide other security  approved by Party B timely in case that
the guarantor  loses part or whole of its capacity to perform the  obligation of
guaranty under this Agreement due to ceases of business operation,  termination,
bankruptcy,   insolvency,   cancellation   of   business   license  or  business
registration  etc.,  or in case  that the  mortgage  or  collateral  under  this
Agreement depreciates, or is damaged or lost.
10. Before the debt of Party A owed to Party B has been  settled,  Party A shall
notify  Party  B  in  time  of  the  alteration  of  its  company  name,   legal
representative  (person in charge),  shareholder,  shareholding ratio,  address,
business scope or registered capital etc.



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11. Before the debt of Party A owed to Party B has been  settled,  Party A shall
give 30 banking  day prior  notification  to Party B and  obtain the  approve by
Party B and settle the debt or provide  security  as required by Party B in case
of lease, contractual management, transformation of stock system, co-management,
merger,  acquisition,   division,  joint  venture,   application  for  cease  of
operation,  application for  dissolution,  application for bankruptcy etc. which
may affect the realization of Party B of its creditor's right.
12. Before the debt of Party A owed to Party B has been  settled,  Party A shall
notify Party B in writing immediately and settle the debt or provide security as
required  by  Party  B  upon  occurrence  of  cease  of  business  operation  or
production, cancellation of business registration or business license, violation
of law by legal  representative or major person in charge,  involvement in major
litigation, hardship of business operation, deterioration of financial status of
Party A which may have major negative impact on its capacity to repay the debt.
13. Party A shall bear the cost for  lawyer's  service,  insurance,  evaluation,
registration,  safekeeping,  authentication  or notary  etc. in relation to this
Agreement or the security under this Agreement.
14. In case that the credit  facility  used by Party A exceeds the agreed  limit
due to fluctuation of exchange rate,  Party A shall repay the debt which exceeds
the agreed limit immediately or provide the security  acceptable by Party B. And
Party B is  entitled  to  refuse  to  provide  further  financing  for the  part
increased by the fluctuation of exchange rate.
15.  Before  the  settlement  of all debt,  Party A shall  not use its  property
derived  from the use of the credit  facility  under this  Agreement  to provide
security for any other party.
16. Before the settlement of all debt,  Party A shall not distribute in any form
the profit or dividend to its shareholders in case that the profit of Party A is
not sufficient to pay its mature debt owed to Party B in each financial year.
17. Party B is entitled to adjust or cancel the unused  credit  facility in case
of degrading  of the credit  rating of Party A or upon any  occurrence  which is
deemed by Party B as having negative  impact upon the normal business  operation
of Party A.
18.  Party A  undertakes  it shall not enter into any  agreement  with any other
third  party  which may  impair the  interests  and rights of Party B under this
Agreement.



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19. Party A shall provide the materials as required by Party B such as the basic
contract etc. in its application for issuing of letter of credit,  acceptance or
discount of commercial  draft etc. Party A shall  guarantee the  truthfulness of
the above materials and legality of the relevant transactions.
20.  If  applicable,  Party  A  shall  report  to  Party B  timely  any  related
transaction  with value over the value of 10% of the net asset of Party A, which
shall cover:  (1) the  relationship  between Party A and the related party;  (2)
item and  nature  of the  transaction;  (3)  value  or  relevant  proportion  of
thetransaction;  (4) price  determining rules (including for transaction with no
price or nominal price).
21.  When  it is  deemed  as  necessary  by  Party  B,  Party B is  entitled  to
participate in the major activities of Party A such as equity investment,  asset
restructuring  etc. or in the major related  transaction  of Party A in order to
assure the effective security and repayment of debt.

Article 10. Breach of Contract Remedy
1. Breach of Contract
(1) Breach of Contract by Party A
The  breach of any  obligation  under  this  Agreement  by Party A or any of the
following occurrences shall be deemed as breach of contract by Party A:
a.   failure of Party A to pay the debt in time;
b.   deterioration  of business or  financial  status,  unable to pay the mature
     debt, involvement in major litigation,  arbitration or other legal dispute,
     which is deemed by Party B as likely  to  affect/impair  or having  already
     affected/impaired the interests and rights of Party B under this Agreement;
c.   alteration of shareholder or shareholding ratio of Party A, which is deemed
     by Party B as likely to affect/impair  or having already  affected/impaired
     the interests and rights of Party B under this Agreement;
d.   other  debt  owed by Party A which  is  likely  to  affect  or has  already
     affected Party A's capacity to perform its obligation under this Agreement'
e.   failure to repay other mature debt owed to China  Construction  Bank or its
     branches;
f.   lease,   contractual   management,    transformation   of   stock   system,
     co-management,  merger,  acquisition,  division,  joint  venture  and other
     activities of Party A to change its management  method or management system
     before  the  settlement  of  all  debt,  which  is  deemed  by  Party  B as
     detrimental (possibly or actually) to the interests and rights of Party B's
     under this Agreement;


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g.   evasion or avoidance by Party A of the debt owed to Party B through related
     transaction;
h.   obtaining  the  financing  from Party B by means of  discount  or pledge of
     receivable  documents  which has no actual  transaction  by using the false
     contract between Party A and its related company;
i.   other  circumstances  which are deemed by Party B as (possibly or actually)
     detrimental  to the  realization  of  the  creditor's  right  of  Party  B,
     including but not limited to violation of laws and regulations and Rules on
     Bank Loans by Party A etc.
(2) If Party A fails to provide  new  security  as required by Party B under the
following circumstances, it shall be deemed as breach of contract by Party A:
a. lease, contractual management, transformation of stock system, co-management,
merger, acquisition,  division, joint venture, bankruptcy, termination and other
activities of the guaranty which is serious enough to affect its  performance of
obligation of guaranty under this Agreement;
b.  providing of guaranty for other third party by the  guarantor  which exceeds
its financial capacity;
c. lose or possible  lose of its capacity to perform its  obligation of guaranty
by the guarantor;
d. other breach of the guaranty agreement by the guarantor.

(3) If Party A fails to provide  new  security  as required by Party B under the
following circumstances, it shall be deemed as breach of contract by Party A:
a.  failure  to  purchase  the  property  insurance  for the  collateral  by the
mortgagor as required by Party B, or disposal of the insurance  compensation  in
violation of the mortgage agreement by the mortgagor;
b. disposal of the  compensation  in violation of the mortgage  agreement by the
mortgagor in case of damage,  loss or devaluation of the collateral due to third
party's fault;
c.  disposal of the  collateral  by the  mortgagor by means of transfer,  lease,
over-mortgage without the prior written approval by Party B;
d.  disposal by the  mortgagor of the proceeds  derived from the disposal of the
collateral in violation of the mortgage agreement;



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e. failure of the  mortgagor to recover the value of the  collateral  or provide
other security  acceptable by Party B in case of loss,  damage or devaluation of
the collateral which may affect the settlement of debt under this Agreement;
f. other violation of mortgage agreement by the mortgagor.
(4) If Party A fails to provide  new  security  as required by Party B under the
following circumstances, it shall be deemed as breach of contract by Party A:
a. failure to purchase the property  insurance for the collateral by the pledgor
as required by Party B, or disposal of the insurance  compensation  in violation
of the mortgage agreement by the pledgor;
b.  disposal of the  compensation  in violation  of the pledge  agreement by the
pledgor in case of damage,  loss or  devaluation  of the collateral due to third
party's fault;
c.  disposal by the pledgor of the  proceeds  derived  from the  disposal of the
collateral in violation of the pledge agreement;
d.  failure of the  pledgor to recover  the value of the  collateral  or provide
other security  acceptable by Party B in case of loss,  damage or devaluation of
the collateral which may affect the settlement of debt under this Agreement;
e. other violation of pledge agreement by the pledgor.
(5) If Party A fails to provide new security as required by Party B in case that
the security agreement or other security fail to take effect,  become invalid or
is  terminated,  or the  guarantor/mortgagor/pledgor  loses part or whole of its
capacity or refuses to perform its obligations,  it shall be deemed as breach of
contract by Party A.
2. Breach of Contract Remedy Party B is entitled to one or more of the following
remedies in case of the above-listed breach of contract:
(1) Party B is entitled to adjust, cancel or terminate the use by Party A of the
comprehensive  credit  facility  or each  type of  credit  facility  under  this
Agreement, or adjust the valid term of the credit facility.
(2) Party B is entitled  to declare  that the debt under this  Agreement  become
mature  immediately  and demand  Party A to repay the  principal,  interest  and
expenses of all of the debt under this Agreement.



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(3)  Party B is  entitled  to put up  public  notice  on the fact of  breach  of
contract  by Party A and list Party A as the  high-risk  company  for Party B or
other authorities.
(4) Party B is entitled to  transfer  away all funds in any  currency of Party A
deposited  in China  Construction  Bank.  And if the fund so  transferred  is in
currency  other  than that  under this  Agreement,  such funds  shall be used to
offset the debt under this Agreement by exchanging them into the currency stated
in this Agreement at the current valid exchange rate.
(5) Party B is entitled to demand Party A to provide other  security as required
by Party B for all debts  under the  comprehensive  credit  facility  under this
Agreement.
(6) Party B is entitled to enforce the security right.
(7) Party B is entitled to terminate this Agreement unilaterally.
(8) Party B is  entitled  to  demand  the  compensation  by Party A for any loss
incurred to Party B.
(9) Party B is entitled to demand the breach of contract compensation by Party A
equivalent to __% of the remaining unpaid principal.
(10) For  working  capital  loan used by Party A, Party B is  entitled to impose
compound  interest for the overdue interest in accordance with the interest rate
and  collection  of interest  stipulated  in the  relevant  appendix  before the
individual  debt becomes  mature;  or Party B is entitled to impose interest and
compound  interest  for  the  overdue  principal  and  interest  (including  the
principal  and  interest  which  become  mature as  declared by Party B) for the
period  from the due day to the  settlement  of all  principal  and  interest in
accordance with the penalty interest rate and collection of interest  stipulated
in the relevant  appendix after the individual  debt becomes  mature.  For loans
other than working  capital  loan, in case that Party A fails to pay the debt in
time,  such loans shall be transformed  into working capital loan and Party B is
entitled  to impose  penalty  interest  and  compound  interest  for the overdue
principal and interest (including the principal and interest which become mature
as declared by Party B) for the period from the due day to the settlement of all
principal and interest in accordance with the penalty interest stipulated in the
relevant appendix.
(11) Party B is entitled to impose  interest and compound  interest for the part
of loan  which is used by Party A for  purpose  other  than  that  agreed by the
Parties  for the period from the date of  inappropriate  use of such loan to the
date of settlement of all principal and debt.
(12) Party B is entitled to take other means as appropriate.


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Article 11. Engaging Division
Party  B  authorizes  Dapeng  Division  as  the  engaging  division  under  this
Agreement. The engaging division is authorized to, under the its own name, carry
out the  performance of (part or whole of) the master  agreement and this letter
of guaranty, collection of debt, litigation,  arbitration and enforcement and is
authorized  to stamp on the relevant  materials or credence with the chop of the
engaging division.

Article 12. Reserve of Rights by Party B
The delay in  performance  of its  obligation  by Party A, or any  tolerance  or
granting of grace  period by Party B for the breach of contract of Party A shall
not impair,  damage or affect the rights and  interests of Party B in accordance
with this Agreement and relevant laws and regulations,  or be deemed as approval
by Party B for such  breach  of  contract  or  waiver of Party B's right to take
appropriate action.

Article 13. Notice
Any notice  under  this  Agreement  shall be served to the  address of the other
Party as stated in  Article 1 of this  Agreement.  Each  Party  shall give prior
written  notice  to the  other  Party  concerning  its  alteration  of  address,
telephone number,  fax number or otherwise the notice sent to the address stated
in Article 1 of this Agreement shall be deemed as duly served.  The notice shall
be in Chinese.

Article 14. Applicable Law and Dispute Settlement
The  applicable  law for this  Agreement  shall be laws of People's  Republic of
China.  Any dispute  arising from the  performance  of this  Agreement  shall be
settled  by  negotiation  by the  parties.  In case  that no  settlement  can be
reached,  the dispute  shall be submitted to the People's  Court  located in the
region of Party B. Both parties shall continue to perform this Agreement  during
the litigation except for the part at issue.



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Article 15. Effectiveness
This  Agreement  shall  come  into  effect  once  it  is  signed  by  the  legal
representative  (person in charge) or  authorized  representative  of Party A or
stamped  with the company  chop of Party A and signed by the person in charge or
authorized  representative of Party B and stamped with the company chop of Party
B.

Article 16. Miscellaneous
1. Any amendment or supplement  to this  Agreement  shall be made in writing and
constitute an integral part to this Agreement.
2. This Agreement has four originals.  Party A shall retain 1 original,  Party B
shall  retain 2 originals  and the  guarantor/mortgagor/pledgor  shall  retain 1
original. Each original has the same legal effect.

Article 17. Other Issues
Party A undertakes  that it shall not mortgage or pledge for any other  creditor
any fixed  assets of Party A which Party A has not  mortgaged  or pledged or has
not  undertaken  to  mortgage  or pledge to any other  party.  Party A shall not
mortgage or pledge for any other  creditor any floating  assets of Party A which
has not been  mortgaged  or  pledged  for any other  parties.  Party A shall not
mortgage or pledge for any other  creditor again any assets of Party A for which
the mortgage or pledge has been terminated.

Article 18. Statement
Party A hereby makes the following statement to Party B:
1.   it understands clearly the business scope and authorization of Party B.
2.   it has read all clauses of this Agreement and fully understands the meaning
     and legal implication of this Agreement.
3.   it has the right to sign this Agreement.





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Party A (Stamp):
Legal Representative or Authorized Representative:
Date: 19 August 2005

Party B (Stamp):
Person in Charge or Authorized Representative:
Date: 24 August 2005



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              Application Letter for Drawing of Bank Loan Facility
                          No. Jie 2005 Zong 1145042R-1

To: Shenzhen Branch, China Construction Bank

In accordance with the  Comprehensive  Credit  Facility  Agreement (No. Jie 2005
Zong  1145042R,  hereinafter  referred to as  "Agreement")  entered into by your
company and us,  Shenzhen  BAK  Battery  Co.,  Ltd.,  we'd like to apply for the
drawing of the loan facility under the Agreement.

One.  We'd  like to apply  for the bank  loan of RMB  Thirty  Million  Yuan (RMB
30,000,000yuan).
Two. The term of this bank loan shall be six months.
Three. The purpose of this bank loan is for production working capital.
Four. Interest Rate and Interest

(1) Loan in RMB
1. Interest Rate
The  interest  rate for the bank loan is 4.5675ie  per month fixed for the whole
bank loan term.
2.  Penalty  Interest  Rate The penalty  interest  rate is fixed at 9.135/oo per
month in case that we use the bank loan for  purpose  other than that  stated in
this  application  letter;  The penalty  interest rate is fixed at 6.8513/oo per
month in case that we delayed in repayment of the loan.
3. The interest  will be  calculated  from the date of transfer of the loan into
the account of borrower.  The  interest  will be  calculated  by the day and the
daily interest = monthly interest/30 = annual interest/360. In case that we fail
to pay the interest on time, the compound interest will be imposed from the next
day.
4. Payment of Interest
The interest will be paid monthly at the 20th day of each month.
(2) Loan in Foreign Currency
N/A
Five. Repayment Plan


<PAGE>

We will repay the principal of the loan according to the following schedule:
Date: 19 February 2006, Amount: RMB 30,000,000.00 yuan
Six.  This  letter  shall  come  into  effect  once it is  signed  by the  legal
representative (or authorized representative) of us and stamped with the company
chop of us. This letter is an appendix  and an integral  part to the  Agreement.
This  letter  is  irrevocable.  We will  perform  our  obligations  strictly  in
accordance  with the Agreement  and its appendix.  Please review and approve our
application.
Seven This letter has three originals.

Applicant: Shenzhen BAK Battery Co., Ltd. (stamp)
Legal Representative (person in charge): Li Xiangqian
Date: 19 August 2005


After examination, we approved the above application.
Shenzhen Branch, China Construction Bank (stamp)
Person in charge or authorized representative: (signature):_____________________
Date: 26 August 2005