EX 10.1


    EXHIBIT
      10.1

     

    Agreement
      for Stationing Project into Industrial Park

     

    (English
      Translation)

    


    Party
      A: Administrative
      Committee of Hunan Hengyang Songmu Industrial Park

     

    Party
      B: Shenzhen
      Ritar Power Co., Ltd.

    


    Party
      B
      will station the project of lead-acid battery plates and lead-acid battery
      assembly (the “Project”) into Hunan Henyang Songmu Industrial Park (the
“Industrial Park”). The total investment amounts of the Project will be RMB 0.8
      billion and the required area of land for the Project
      will be
      about 400 Mu. The
      Project will be constructed in three phases within the next four years. After
      the Project reaches its designed production capacity, the estimated annual
      production value will be RMB 2.5 billion, the annual tax will be RMB 0.1 billion
      and it will provide 7,200 job opportunities. The investment amount in the first
      phase construction of the Project will be RMB 0.2 billion and a land plot with
      the area of 70 Mu
      will be
      requisitioned for the construction of the first production line of lead-acid
      battery plates, which is anticipated to become operational in October, 2007.
      The
      production capacity for lead-acid battery plates will be 25,000 tons per year
      by
      September, 2008 and the annual production value will be RMB 0.5 billion. The
      second phase construction will be conducted in November, 2008, for which phase
      a
      land plot with the area of 130 Mu
      will be
      requisitioned so as to meet the designed annual production capacity of 60,000
      tons of lead battery plates. The annual production value will be RMB 1.2
      billion. The third phase construction for battery plates and lead-acid battery
      assembly will be conducted in
      October, 2009, for which
      phase a land plot with an area of 200 Mu
      will be
      requisitioned so as to meet the designed production capacity of 85,000 tons
      of
      battery plates and its production value RMB 1.7 billion, the production value
      of
      lead-acid battery RMB 0.8 billion and the total annual production value for
      the
      Project RMB 2.5 billion per year. Party A agrees that the Project will be
      constructed in the Industrial Park. The aggregate area of the land plot is
      about
      400 Mu,
      for
      which the specific location begins 30 meters east along Huagong Road from the
      entrance of 107 State Highway and ends at the distance of 700 meters from the
      starting points (the final location shall be subject to the marks in the
      red-line map). The land is for industrial use purpose. In order to clarify
      the
      obligations between Party
      A
      and Party B, both Parties have entered into the following agreement (the
“Agreement”): 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	1.	 	
                Party
                  A agrees that Party B may station the Project of lead-acid battery
                  plates
                  and lead-acid battery assembly into the Industrial Park. All the
                  land
                  requisition fees for the first phase construction calculated on
                  the basis
                  of RMB 48,000 Yuan/Mu
                  shall be paid to Party A. Any excesses beyond that amount shall
                  be made up
                  by Party A, including but not limited
                  to:

              


      

    

    
       

      
        
          	
                	 	
                  (a)
                    payment of the land compensation fee,
                    relocation fee, compensation for attachments and structures to
                    or green
                    crops on the land and moving fee;


                


        

      

      
         

        
          
            	
                  	 	
                    (b)
                      payment of relevant fees which shall be
                      submitted to central and provincial governments: tax on occupation
                      of
                      cultivated land, land use fee on the newly added construction
                      land,
                      reclaiming fee for cultivated land, flood-prevention funds,
                      management fee
                      for requisitioned land, expense of civil defense and cultural
                      relic;

                  


          

        

        
           

          
            
              	
                    	 	
                      (c)
                        expenses incurred during the process of the
                        land use right application in connection with the following
                        activities,
                        but not limited to: survey, site election, purchase of drawings,
                        geological hazard evaluation and reporting, covered mineral
                        resources
                        evaluation and reporting, compensation for water protection
                        facilities,
                        and vegetation recovery; and

                    


            

          

          
            
               

              
                
                  	
                        	 	(d) other expenses incurred
                          for obtaining the
                          land use right approval of state-owned land of the
                          Project.


                

              

              
                
                   

                  
                    
                      	
                            	 	The land leveling shall
                              be borne by Party B.
                              


                    

                  

                  
                    
                       

                      
                        
                          	2.	 	
                                  The
                                    scope of land requisition 

                                   

                                  The
                                    area of the land plot for the first phase
                                    construction of the Project of Party B is about
                                    70 Mu,
                                    for which the specific location begins 30 meters
                                    east along Huagong Road
                                    from the entrance of 107 State Highway and ends
                                    at the distance of 700
                                    meters from the starting points (the final location
                                    and area shall be
                                    subject to the marks and records in the red-line
                                    map).
                                    

                                


                        

                      

                      
                        
                           

                          
                            
                              	3.	 	
                                      Warranties
                                        of Party B

                                    


                            

                          

                          
                            
                               

                              
                                
                                  	
                                        	 	
                                          (a)
                                            The area of the requisitioned land for
                                            the
                                            Project shall be about 400 Mu.
                                            The Project will be constructed within
                                            the next four years. The area of
                                            the requisitioned land for the first
phase
                                            construction of the Project shall
                                            be about 70
                                            Mu.
                                            The Project shall become operational
                                            in October,
                                            2007. The production capacity shall be
                                            2,000 tons per month by September,
                                            2008. The area of the requisitioned land
                                            for the second phase construction
                                            of the Project shall be about 130 Mu.
                                            The second phase construction shall be
                                            conducted in November, 2008 and
                                            shall finally meet the designed annual
                                            production capacity of 60,000 tons.
                                            The third phase construction shall be
                                            conducted in
                                            2009. The annual production value shall
                                            be
                                            RMB 2.5 billion and the tax payment shall
                                            be RMB 0.1 billion respectively
                                            by
                                            2011;
                                            

                                        


                                

                              

                              
                                
                                   

                                  
                                    
                                      
                                      

                                    

                                    
                                      2

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                   

                                  
                                    
                                      	
                                            	 	
                                              (b)
                                                The Project construction, production
                                                and
                                                operation shall comply with the relevant
                                                policies on state-owned land,
                                                zoning, environmental protection
                                                and
                                                security;

                                            


                                    

                                  

                                  
                                    
                                       

                                      
                                        
                                          	
                                                	 	
                                                  (c)
                                                    In case Party B fails to start
                                                    the
                                                    construction on time within half
                                                    a year after completion of the
                                                    land
                                                    requisition, Party A is entitled
                                                    to repossess the land for
                                                    free.

                                                


                                        

                                      

                                      
                                        
                                           

                                          
                                            
                                              	4.	 	
                                                      Warranties
                                                        of Party A

                                                    


                                            

                                          

                                          
                                            
                                               

                                              
                                                
                                                  	
                                                        	 	
                                                          (a)
                                                            In case Party B invests
                                                            and constructs the
                                                            Project according to
                                                            this Agreement, Party
                                                            A agrees to reserve the
                                                            land
                                                            for the second phase
                                                            construction of this
                                                            Project (about 130 Mu)
                                                            for Party B and to provide
                                                            such land to Party B
                                                            on the basis of the unit
                                                            price of the land used
                                                            for the first phase construction
                                                            of the Project,
                                                            i.e. RMB 48,000/Mu.
                                                            After Party B starts
                                                            the construction of the
                                                            land used for the first
                                                            phase
                                                            of the Project, Party
                                                            A shall apply for the
                                                            use right of the land
                                                            to be
                                                            used for the second phase
                                                            construction of the Project.
                                                            The location and
                                                            price of such land shall
                                                            be reserved till December,
                                                            2008. In case Party B
                                                            fails to requisition
                                                            the land and construct
                                                            it within the planned
                                                            geographic scopes or
                                                            within such time limit,
                                                            the location and price
                                                            of the
                                                            land shall not be reserved
                                                            according the aforesaid
                                                            stipulation. However,
                                                            considering such land
                                                            is reserved according
                                                            to the prices agreed
                                                            under
                                                            this Agreement, in case
                                                            such land is to be arranged
                                                            through price listing
                                                            and government industrial
                                                            development fund, Party
                                                            A shall provide partial
                                                            capital support. If Party
                                                            A fails to provide such
                                                            capital support, the
                                                            period of reserving such
                                                            land shall be extended
                                                            till October,
                                                            2009;

                                                        


                                                

                                              

                                              
                                                
                                                   

                                                  
                                                    
                                                      	
                                                            	 	
                                                              (b)
                                                                Party A shall complete
                                                                the relevant
                                                                administrative procedures
                                                                for Party B to station
                                                                the Project into
                                                                the
                                                                Industrial Park within
                                                                20 working days after
                                                                Party B has paid
                                                                the land
                                                                requisition fees
                                                                in full amounts.
                                                                Party A shall also
                                                                coordinate to solve
                                                                the relevant problems
                                                                arising from the
                                                                land requisition
                                                                to ensure that
                                                                Party B could start
                                                                the construction
                                                                as planned. Party
                                                                B shall station
                                                                into the Industrial
                                                                Park to start the
                                                                construction 20 working
                                                                days after
                                                                payment of the land
                                                                requisition
                                                                fees;

                                                            


                                                    

                                                  

                                                  
                                                    
                                                       

                                                      
                                                        
                                                          
                                                          

                                                        

                                                        
                                                          3

                                                          
                                                            

                                                          

                                                        

                                                        
                                                          
                                                          

                                                        

                                                      

                                                       

                                                      
                                                        
                                                          	
                                                                  
                                                                  

                                                                	 	
                                                                  (c)
                                                                    Party B is entitled
                                                                    to the favorable
                                                                    policies on the
                                                                    parts of value-added
                                                                    tax and income
                                                                    tax which are
                                                                    reserved
                                                                    by the local
                                                                    authorities (three-year
                                                                    tax holiday followed
                                                                    by two-year 50%
                                                                    reduction) according
                                                                    to Circular Heng
                                                                    Fa [2006]
                                                                    No.1;

                                                                


                                                        

                                                      

                                                      
                                                        
                                                           

                                                          
                                                            
                                                              	
                                                                      
                                                                      

                                                                    	 	
                                                                      (d)
                                                                        Party A shall
                                                                        be liable
                                                                        for compensation
                                                                        and relocation
                                                                        of people
                                                                        who live
                                                                        on the land
                                                                        and assisting
                                                                        Party B in
                                                                        the
                                                                        preparation
                                                                        of the construction
                                                                        of the Project,
                                                                        including,
                                                                        but not limited
                                                                        to project
                                                                        proposal,
                                                                        state-owned
                                                                        land use
                                                                        right
                                                                        approval;

                                                                    


                                                            

                                                          

                                                          
                                                            
                                                               

                                                              
                                                                
                                                                  	
                                                                          
                                                                          

                                                                        	 	
                                                                          (e)
                                                                            Party
                                                                            A warrants
                                                                            that
                                                                            it will
                                                                            provide
                                                                            access
                                                                            of water,
                                                                            electricity
                                                                            and sewer
                                                                            facilities
                                                                            to the
                                                                            Project
                                                                            in the
                                                                            Industrial
                                                                            Park,
                                                                            but establishment
                                                                            of those
                                                                            facilities
                                                                            within
                                                                            the boundary
                                                                            of the
                                                                            land
                                                                            used
                                                                            for the
                                                                            Project
                                                                            shall
                                                                            be borne
                                                                            by Party
                                                                            B;

                                                                        


                                                                

                                                              

                                                              
                                                                
                                                                   

                                                                  
                                                                    
                                                                      	
                                                                            	 	
                                                                              (f)
                                                                                Party
                                                                                A
                                                                                shall
                                                                                be
                                                                                responsible
                                                                                for
                                                                                coordinating
                                                                                to
                                                                                solve
                                                                                disputes
                                                                                arising
                                                                                from
                                                                                the
                                                                                construction,
                                                                                production
                                                                                and
                                                                                operation
                                                                                of
                                                                                the
                                                                                Project
                                                                                so
                                                                                as
                                                                                to
                                                                                provide
                                                                                an
                                                                                amicable
                                                                                economic
                                                                                environment
                                                                                for
                                                                                Party
                                                                                B;

                                                                            


                                                                    

                                                                     

                                                                      
                                                                        
                                                                          	
                                                                                	 	
                                                                                  (g)
                                                                                    Party
                                                                                    A
                                                                                    shall
                                                                                    be
                                                                                    responsible
                                                                                    for
                                                                                    coordinating
                                                                                    with
                                                                                    the
                                                                                    relevant
                                                                                    authorities
                                                                                    such
                                                                                    as
                                                                                    zoning,
                                                                                    state-owned
                                                                                    land,
                                                                                    environmental
                                                                                    protection,
                                                                                    electricity,
                                                                                    construction
                                                                                    and
                                                                                    fire
                                                                                    control
                                                                                    authorities
                                                                                    to
                                                                                    ensure
                                                                                    that
                                                                                    the
                                                                                    Project
                                                                                    can
                                                                                    be
                                                                                    constructed
                                                                                    as
                                                                                    planned;

                                                                                


                                                                        

                                                                        
                                                                           

                                                                          
                                                                            
                                                                              	
                                                                                    	 	
                                                                                      (h)
                                                                                        Party
                                                                                        A
                                                                                        shall
                                                                                        apply
                                                                                        for
                                                                                        the
                                                                                        land
                                                                                        requisition
                                                                                        on
                                                                                        behalf
                                                                                        of
                                                                                        Party
                                                                                        B
                                                                                        according
                                                                                        to
                                                                                        laws
                                                                                        after
                                                                                        receiving
                                                                                        the
                                                                                        application
                                                                                        documents
                                                                                        submitted
                                                                                        by
                                                                                        Party
                                                                                        B.

                                                                                    


                                                                            

                                                                            
                                                                               

                                                                              
                                                                                
                                                                                  	5.	 	
                                                                                          Party
                                                                                            B
                                                                                            intends
                                                                                            to
                                                                                            invest
                                                                                            in
                                                                                            the
                                                                                            Project
                                                                                            as
                                                                                            contemplated
                                                                                            by
                                                                                            the
                                                                                            Agreement.
                                                                                            In
                                                                                            case
                                                                                            Party
                                                                                            B
                                                                                            invests
                                                                                            and
                                                                                            constructs
                                                                                            the
                                                                                            Project
                                                                                            according
                                                                                            to
                                                                                            the
                                                                                            provisions
                                                                                            under
                                                                                            this
                                                                                            Agreement,
                                                                                            Party
                                                                                            A
                                                                                            shall
                                                                                            approve
                                                                                            such
                                                                                            Project.
                                                                                            Further,
                                                                                            Party
                                                                                            A
                                                                                            will
                                                                                            reserve
                                                                                            a
                                                                                            land
                                                                                            plot
                                                                                            of
                                                                                            200
Mu
                                                                                            situated
                                                                                            north
                                                                                            of
                                                                                            the
                                                                                            land
                                                                                            plot
                                                                                            used
                                                                                            for
                                                                                            the
                                                                                            first
                                                                                            and
                                                                                            second
                                                                                            phases
                                                                                            construction
                                                                                            of
                                                                                            the
                                                                                            Project
                                                                                            as
                                                                                            the
                                                                                            third
                                                                                            phase
                                                                                            construction
                                                                                            land
                                                                                            for
                                                                                            the
                                                                                            lead-acid
                                                                                            battery
                                                                                            assembly
                                                                                            Project
                                                                                            of
                                                                                            Party
                                                                                            B
                                                                                            and
                                                                                            provide
                                                                                            the
                                                                                            land
                                                                                            plot
                                                                                            to
                                                                                            Party
                                                                                            B
                                                                                            at
                                                                                            the
                                                                                            same
                                                                                            unit
                                                                                            price
                                                                                            of
                                                                                            the
                                                                                            land
                                                                                            used
                                                                                            for
                                                                                            the
                                                                                            first
                                                                                            phase
                                                                                            construction
                                                                                            of
                                                                                            the
                                                                                            Project,
                                                                                            i.e.
                                                                                            RMB
                                                                                            48,000/Mu.
                                                                                            The
                                                                                            location
                                                                                            and
                                                                                            price
                                                                                            of
                                                                                            such
                                                                                            land
                                                                                            shall
                                                                                            be
                                                                                            kept
                                                                                            and
                                                                                            reserved
                                                                                            till
                                                                                            October,
                                                                                            2009.
                                                                                            In
                                                                                            case
                                                                                            Party
                                                                                            B
                                                                                            fails
                                                                                            to
                                                                                            invest
                                                                                            and
                                                                                            construct
                                                                                            according
                                                                                            to
                                                                                            the
                                                                                            provision
                                                                                            herein,
                                                                                            Party
                                                                                            A
                                                                                            will
                                                                                            no
                                                                                            longer
                                                                                            be
                                                                                            required
                                                                                            to
                                                                                            provide
                                                                                            Party
                                                                                            B
                                                                                            with
                                                                                            land
                                                                                            according
                                                                                            to
                                                                                            the
                                                                                            above
                                                                                            location
                                                                                            and
                                                                                            price.

                                                                                        


                                                                                

                                                                                
                                                                                   

                                                                                  
                                                                                    
                                                                                      
                                                                                      

                                                                                    

                                                                                    
                                                                                      4

                                                                                      
                                                                                        

                                                                                      

                                                                                    

                                                                                    
                                                                                      
                                                                                      

                                                                                    

                                                                                  

                                                                                   

                                                                                  
                                                                                    
                                                                                      	6.	 	
                                                                                              Method
                                                                                                of
                                                                                                Payment

                                                                                               

                                                                                              According
                                                                                                to
                                                                                                the
                                                                                                unit
                                                                                                price
                                                                                                of
                                                                                                RMB
                                                                                                48,000/Mu,
                                                                                                the
                                                                                                land
                                                                                                requisition
                                                                                                fee
                                                                                                for
                                                                                                the
                                                                                                land
                                                                                                of
                                                                                                about
                                                                                                62.8995
Mu
                                                                                                to
                                                                                                be
                                                                                                used
                                                                                                for
                                                                                                the
                                                                                                first
                                                                                                phase
                                                                                                construction
                                                                                                shall
                                                                                                be
                                                                                                RMB
                                                                                                3,019,176
                                                                                                in
                                                                                                an
                                                                                                aggregate.
                                                                                                Party
                                                                                                B
                                                                                                shall
                                                                                                pay
                                                                                                the
                                                                                                whole
                                                                                                land
                                                                                                requisition
                                                                                                fee
                                                                                                to
                                                                                                Party
                                                                                                A
                                                                                                within
                                                                                                one
                                                                                                week
                                                                                                after
                                                                                                the
                                                                                                execution
                                                                                                of
                                                                                                this
                                                                                                Agreement.
                                                                                                Party
                                                                                                A
                                                                                                shall
                                                                                                coordinate
                                                                                                with
                                                                                                the
                                                                                                relevant
                                                                                                provincial
                                                                                                and
                                                                                                municipal
                                                                                                authorities
                                                                                                with
                                                                                                respect
                                                                                                to
                                                                                                the
                                                                                                process
                                                                                                of
                                                                                                requisition
                                                                                                of
                                                                                                the
                                                                                                land
                                                                                                to
                                                                                                be
                                                                                                used
                                                                                                for
                                                                                                the
                                                                                                Project
                                                                                                and
                                                                                                also
                                                                                                assist
                                                                                                in
                                                                                                solving
                                                                                                problems
                                                                                                in
                                                                                                connection
                                                                                                with
                                                                                                to
                                                                                                the
                                                                                                relocation
                                                                                                of
                                                                                                peasants
                                                                                                who
                                                                                                own
                                                                                                the
                                                                                                land
                                                                                                collectively
                                                                                                including
                                                                                                their
                                                                                                compensation
                                                                                                to
                                                                                                ensure
                                                                                                that
                                                                                                Party
                                                                                                B
                                                                                                can
                                                                                                start
                                                                                                the
                                                                                                construction
                                                                                                for
                                                                                                the
                                                                                                Project
                                                                                                on
                                                                                                time.
                                                                                                Party
                                                                                                A
                                                                                                shall
                                                                                                get
                                                                                                the
                                                                                                Land
                                                                                                Use
                                                                                                Certificate
                                                                                                of
                                                                                                State-owned
                                                                                                Land
                                                                                                within
                                                                                                three
                                                                                                months
                                                                                                after
                                                                                                receiving
                                                                                                the
                                                                                                whole
                                                                                                land
                                                                                                requisition
                                                                                                fee
                                                                                                from
                                                                                                Party
                                                                                                B.
                                                                                                Moreover,
                                                                                                Party
                                                                                                A
                                                                                                will
                                                                                                lease
                                                                                                to
                                                                                                Party
                                                                                                B
                                                                                                a
                                                                                                land
                                                                                                plot
                                                                                                with
                                                                                                an
                                                                                                area
                                                                                                of
                                                                                                5.892
Mu
                                                                                                in
                                                                                                front
                                                                                                of
                                                                                                the
                                                                                                land
                                                                                                used
                                                                                                for
                                                                                                the
                                                                                                first
                                                                                                phase
                                                                                                construction
                                                                                                at
                                                                                                the
                                                                                                price
                                                                                                of
                                                                                                RMB
                                                                                                10,000/Mu.
                                                                                                Party
                                                                                                B
                                                                                                will
                                                                                                use
                                                                                                such
                                                                                                land
                                                                                                for
                                                                                                the
                                                                                                construction
                                                                                                of
                                                                                                factory
                                                                                                building.
                                                                                                Party
                                                                                                A
                                                                                                will
                                                                                                also
                                                                                                transfer
                                                                                                such
                                                                                                land
                                                                                                to
                                                                                                Party
                                                                                                B
                                                                                                at
                                                                                                the
                                                                                                price
                                                                                                of
                                                                                                48,000/Mu
                                                                                                in
                                                                                                the
                                                                                                future.
                                                                                                Neither
                                                                                                Party
                                                                                                A
                                                                                                shall
                                                                                                claim
                                                                                                for
                                                                                                ownership
                                                                                                to
                                                                                                the
                                                                                                factory
                                                                                                building
                                                                                                nor
                                                                                                interfere
                                                                                                with
                                                                                                the
                                                                                                production
                                                                                                and
                                                                                                operation
                                                                                                of
                                                                                                Party
                                                                                                B
                                                                                                thereafter.


                                                                                            


                                                                                    

                                                                                    
                                                                                       

                                                                                      
                                                                                        
                                                                                          	7.	 	
                                                                                                  Liability
                                                                                                    for
                                                                                                    Breach
                                                                                                    of
                                                                                                    Agreement


                                                                                                


                                                                                        

                                                                                        
                                                                                           

                                                                                          
                                                                                            
                                                                                              	
                                                                                                    	 	
                                                                                                      (a)
                                                                                                        In
                                                                                                        case
                                                                                                        Party
                                                                                                        B
                                                                                                        fails
                                                                                                        to
                                                                                                        make
                                                                                                        payment
                                                                                                        on
                                                                                                        time,
                                                                                                        it
                                                                                                        shall
                                                                                                        compensate
                                                                                                        Party
                                                                                                        A
                                                                                                        two
                                                                                                        times
                                                                                                        of
                                                                                                        the
                                                                                                        bank
                                                                                                        loan
                                                                                                        interests
                                                                                                        for
                                                                                                        the
                                                                                                        same
                                                                                                        period
                                                                                                        every
                                                                                                        month
                                                                                                        in
                                                                                                        delay
                                                                                                        on
                                                                                                        the
                                                                                                        basis
                                                                                                        of
                                                                                                        the
                                                                                                        total
                                                                                                        amounts
                                                                                                        payable
                                                                                                        by
                                                                                                        Party
                                                                                                        B.
                                                                                                        In
                                                                                                        case
                                                                                                        Party
                                                                                                        A
                                                                                                        fails
                                                                                                        to
                                                                                                        deliver
                                                                                                        the
                                                                                                        land
                                                                                                        to
                                                                                                        Party
                                                                                                        B
                                                                                                        for
                                                                                                        use
                                                                                                        on
                                                                                                        time,
                                                                                                        it
                                                                                                        shall
                                                                                                        compensate
                                                                                                        Party
                                                                                                        B
                                                                                                        two
                                                                                                        times
                                                                                                        of
                                                                                                        the
                                                                                                        bank
                                                                                                        loan
                                                                                                        interests
                                                                                                        for
                                                                                                        the
                                                                                                        same
                                                                                                        period
                                                                                                        every
                                                                                                        month
                                                                                                        in
                                                                                                        delay
                                                                                                        on
                                                                                                        the
                                                                                                        basis
                                                                                                        of
                                                                                                        the
                                                                                                        total
                                                                                                        amounts
                                                                                                        which
                                                                                                        have
                                                                                                        already
                                                                                                        been
                                                                                                        paid
                                                                                                        by
                                                                                                        Party
                                                                                                        B.

                                                                                                    


                                                                                            

                                                                                            
                                                                                               

                                                                                              
                                                                                                
                                                                                                  	
                                                                                                        	 	
                                                                                                          (b)
                                                                                                            In
                                                                                                            case
                                                                                                            Party
                                                                                                            A
                                                                                                            fails
                                                                                                            to
                                                                                                            get
                                                                                                            the
                                                                                                            Land
                                                                                                            Use
                                                                                                            Certificate
                                                                                                            of
                                                                                                            State-owned
                                                                                                            Land
                                                                                                            on
                                                                                                            time
                                                                                                            after
                                                                                                            Party
                                                                                                            B
                                                                                                            fully
                                                                                                            pays
                                                                                                            the
                                                                                                            land
                                                                                                            requisition
                                                                                                            fee
                                                                                                            in
                                                                                                            accordance
                                                                                                            with
                                                                                                            this
                                                                                                            Agreement,
                                                                                                            all
                                                                                                            losses
                                                                                                            incurred
                                                                                                            therefrom
                                                                                                            shall
                                                                                                            be
                                                                                                            born
                                                                                                            by
                                                                                                            Party
                                                                                                            A.
                                                                                                            In
                                                                                                            case
                                                                                                            the
                                                                                                            losses
                                                                                                            can
                                                                                                            not
                                                                                                            be
                                                                                                            quantified,
                                                                                                            Party
                                                                                                            B
                                                                                                            is
                                                                                                            entitled
                                                                                                            to
                                                                                                            require
                                                                                                            Party
                                                                                                            A
                                                                                                            to
                                                                                                            pay
                                                                                                            RMB
                                                                                                            2,000,000
                                                                                                            in
                                                                                                            one
                                                                                                            installment
                                                                                                            as
                                                                                                            compensation.
                                                                                                            In
                                                                                                            addition,
                                                                                                            Party
                                                                                                            B
                                                                                                            is
                                                                                                            entitled
                                                                                                            to
                                                                                                            terminate
                                                                                                            the
                                                                                                            Agreement.

                                                                                                        


                                                                                                

                                                                                                 

                                                                                                
                                                                                                  
                                                                                                    
                                                                                                    

                                                                                                  

                                                                                                  
                                                                                                    5

                                                                                                    
                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                  
                                                                                                    
                                                                                                    

                                                                                                  

                                                                                                

                                                                                                
                                                                                                   

                                                                                                  
                                                                                                    
                                                                                                      	
                                                                                                            	 	
                                                                                                              (c)
                                                                                                                Party
                                                                                                                A
                                                                                                                warrants
                                                                                                                that
                                                                                                                there
                                                                                                                is
                                                                                                                no
                                                                                                                risk
                                                                                                                that
                                                                                                                Party
                                                                                                                B
                                                                                                                cannot
                                                                                                                get
                                                                                                                the
                                                                                                                Real
                                                                                                                Estate
                                                                                                                Certificate
                                                                                                                due
                                                                                                                to
                                                                                                                Party
                                                                                                                A’s
                                                                                                                reasons,
                                                                                                                especially
                                                                                                                by
                                                                                                                the
                                                                                                                reason
                                                                                                                that
                                                                                                                factory
                                                                                                                buildings
                                                                                                                of
                                                                                                                Party
                                                                                                                B
                                                                                                                are
                                                                                                                built
                                                                                                                on
                                                                                                                the
                                                                                                                leased
                                                                                                                land
                                                                                                                of
                                                                                                                Party
                                                                                                                A.
                                                                                                                In
                                                                                                                case
                                                                                                                the
                                                                                                                Real
                                                                                                                Estate
                                                                                                                Certificate
                                                                                                                could
                                                                                                                not
                                                                                                                be
                                                                                                                obtained
                                                                                                                due
                                                                                                                to
                                                                                                                such
                                                                                                                reasons,
                                                                                                                Party
                                                                                                                A
                                                                                                                shall
                                                                                                                pay
                                                                                                                RMB
                                                                                                                2,000,000
                                                                                                                to
                                                                                                                Party
                                                                                                                B
                                                                                                                as
                                                                                                                compensation.
                                                                                                                In
                                                                                                                case
                                                                                                                the
                                                                                                                Real
                                                                                                                Estate
                                                                                                                Certificate
                                                                                                                cannot
                                                                                                                be
                                                                                                                obtained
                                                                                                                exceeding
                                                                                                                90
                                                                                                                days
                                                                                                                after
                                                                                                                the
                                                                                                                occurrence
                                                                                                                of
                                                                                                                the
                                                                                                                above-mentioned
                                                                                                                event,
                                                                                                                it
                                                                                                                shall
                                                                                                                be
                                                                                                                deemed
                                                                                                                that
                                                                                                                the
                                                                                                                Real
                                                                                                                Estate
                                                                                                                Certificate
                                                                                                                cannot
                                                                                                                be
                                                                                                                obtained
                                                                                                                and
                                                                                                                Party
                                                                                                                A
                                                                                                                will
                                                                                                                be
                                                                                                                liable
                                                                                                                for
                                                                                                                losses
                                                                                                                Party
                                                                                                                B
                                                                                                                suffers.
                                                                                                                The
                                                                                                                date
                                                                                                                on
                                                                                                                which
                                                                                                                the
                                                                                                                above
                                                                                                                event
                                                                                                                occurs
                                                                                                                shall
                                                                                                                be
                                                                                                                determined
                                                                                                                through
                                                                                                                on-site
                                                                                                                witness
                                                                                                                by
                                                                                                                lawyers
                                                                                                                named
                                                                                                                by
                                                                                                                Party
                                                                                                                B
                                                                                                                to
                                                                                                                the
                                                                                                                relevant
                                                                                                                authorities
                                                                                                                and
                                                                                                                the
                                                                                                                witnessed
                                                                                                                documents
                                                                                                                shall
                                                                                                                be
                                                                                                                legally
                                                                                                                binding
                                                                                                                documents.

                                                                                                            


                                                                                                    

                                                                                                    
                                                                                                       

                                                                                                      
                                                                                                        
                                                                                                          	
                                                                                                                	 	
                                                                                                                  (d)
                                                                                                                    In
                                                                                                                    case
                                                                                                                    Party
                                                                                                                    A
                                                                                                                    fails
                                                                                                                    to
                                                                                                                    coordinate
                                                                                                                    to
                                                                                                                    solve
                                                                                                                    the
                                                                                                                    relevant
                                                                                                                    problems
                                                                                                                    in
                                                                                                                    connection
                                                                                                                    with
                                                                                                                    the
                                                                                                                    industrial
                                                                                                                    park
                                                                                                                    zoning,
                                                                                                                    state-owned
                                                                                                                    land,
                                                                                                                    environmental
                                                                                                                    protection,
                                                                                                                    construction,
                                                                                                                    consumption,
                                                                                                                    electricity
                                                                                                                    and
                                                                                                                    affiliated
                                                                                                                    facilities,
                                                                                                                    thus
                                                                                                                    causing
                                                                                                                    economic
                                                                                                                    damages
                                                                                                                    to
                                                                                                                    Party
                                                                                                                    B,
                                                                                                                    Party
                                                                                                                    A
                                                                                                                    shall
                                                                                                                    be
                                                                                                                    liable
                                                                                                                    for
                                                                                                                    all
                                                                                                                    the
                                                                                                                    economic
                                                                                                                    losses
                                                                                                                    Party
                                                                                                                    B
                                                                                                                    suffers.

                                                                                                                


                                                                                                        

                                                                                                        
                                                                                                           

                                                                                                          
                                                                                                            
                                                                                                              	8.	 	
                                                                                                                      The
                                                                                                                        Agreement
                                                                                                                        shall
                                                                                                                        take
                                                                                                                        into
                                                                                                                        effect
                                                                                                                        upon
                                                                                                                        execution
                                                                                                                        by
                                                                                                                        both
                                                                                                                        parties.
                                                                                                                        After
                                                                                                                        Party
                                                                                                                        B
                                                                                                                        has
                                                                                                                        established
                                                                                                                        a
                                                                                                                        new
                                                                                                                        company
                                                                                                                        for
                                                                                                                        such
                                                                                                                        Project,
                                                                                                                        Party
                                                                                                                        B’s
                                                                                                                        rights
                                                                                                                        and
                                                                                                                        obligations
                                                                                                                        under
                                                                                                                        this
                                                                                                                        Agreement
                                                                                                                        shall
                                                                                                                        be
                                                                                                                        transferred
                                                                                                                        to
                                                                                                                        the
                                                                                                                        new
                                                                                                                        company,
                                                                                                                        Party
                                                                                                                        A
                                                                                                                        hereby
                                                                                                                        acknowledges
                                                                                                                        the
                                                                                                                        validity
                                                                                                                        of
                                                                                                                        such
                                                                                                                        transfer.
                                                                                                                        Party
                                                                                                                        A
                                                                                                                        shall
                                                                                                                        issue
                                                                                                                        invoice
                                                                                                                        for
                                                                                                                        requisition
                                                                                                                        of
                                                                                                                        the
                                                                                                                        land
                                                                                                                        to
                                                                                                                        the
                                                                                                                        new
                                                                                                                        company
                                                                                                                        directly.

                                                                                                                    


                                                                                                            

                                                                                                            
                                                                                                               

                                                                                                              
                                                                                                                
                                                                                                                  	9.	 	
                                                                                                                          Any
                                                                                                                            other
                                                                                                                            matters
                                                                                                                            not
                                                                                                                            covered
                                                                                                                            under
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            resolved
                                                                                                                            through
                                                                                                                            consultation
                                                                                                                            by
                                                                                                                            both
                                                                                                                            parties.

                                                                                                                        


                                                                                                                

                                                                                                                
                                                                                                                   

                                                                                                                  
                                                                                                                    
                                                                                                                      	10.	 	
                                                                                                                              This
                                                                                                                                Agreement
                                                                                                                                shall
                                                                                                                                be
                                                                                                                                executed
                                                                                                                                in
                                                                                                                                six
                                                                                                                                original
                                                                                                                                sets
                                                                                                                                with
                                                                                                                                equal
                                                                                                                                legal
                                                                                                                                effect.
                                                                                                                                Each
                                                                                                                                party
                                                                                                                                shall
                                                                                                                                hold
                                                                                                                                three
                                                                                                                                original
                                                                                                                                sets.

                                                                                                                            


                                                                                                                    

                                                                                                                    
                                                                                                                       

                                                                                                                      
                                                                                                                        
                                                                                                                          	11.	 	
                                                                                                                                  Supplement:
                                                                                                                                    The
                                                                                                                                    area
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    land
                                                                                                                                    requisitioned
                                                                                                                                    for
                                                                                                                                    the
                                                                                                                                    first
                                                                                                                                    phase
                                                                                                                                    construction
                                                                                                                                    under
                                                                                                                                    this
                                                                                                                                    Agreement
                                                                                                                                    has
                                                                                                                                    been
                                                                                                                                    adjusted
                                                                                                                                    to
                                                                                                                                    68.7915
Mu
                                                                                                                                    and
                                                                                                                                    the
                                                                                                                                    acquisition
                                                                                                                                    price
                                                                                                                                    of
                                                                                                                                    land
                                                                                                                                    use
                                                                                                                                    right
                                                                                                                                    has
                                                                                                                                    been
                                                                                                                                    adjusted
                                                                                                                                    to
                                                                                                                                    RMB
                                                                                                                                    3,301,992.

                                                                                                                                


                                                                                                                        

                                                                                                                         

                                                                                                                        Party
                                                                                                                          A:
Administrative
                                                                                                                          Committee
                                                                                                                          of
                                                                                                                          Hunan
                                                                                                                          Hengyang
                                                                                                                          Songmu
                                                                                                                          Industrial
                                                                                                                          Park

                                                                                                                         

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    (Official
      Seal)

     

    Date:
      April 15, 2007

     

     

    Party
      B: Shenzhen
      Ritar Power Co., Ltd.

     

    (Corporate
      Seal)

     

    /s/
      Jiada
      Hu                                       


     

    Name:
      Jiada Hu

     

    Date:
      April 15, 2007

    


    
      
        
        

      

      
        6