Exhibit
10.1


Contract
No.2600061195


Loan Contract for Small-Sized Enterprises


Important Notice: Following consultations conducted on
the basis of equality and in accordance with the relevant laws and regulations,
both parties voluntarily enter into this Contract, by which they shall strictly
abide. In order to secure legal rights of Borrower, Lender hereby calls
attention to the Borrower to carefully read the bold-face words and pay full
attention to such contents.



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  Lender: 

  	
  Industrial and Commercial Bank of China Limited
  Shanghai branch Fengxian sub-branch (hereinafter is referred to

  “Party A”)

  
	
   

  	
  Principal: Yi Zhang 

  Address: No. 48 Nanzhong Road

  
	
   

  	
  Fax: 57180753

  
	
   

  	
   

  
	
   

  	
   

  
	
  Borrower:

  	
  Cherokee International (China) Power Supply Ltd.
  (hereinafter is referred to “Party B”)

  
	
   

  	
  Legal representative (Principal):

  
	
   

  	
  Address:_ Shanghai Fengpu Industrial
  Park, Shanghai, China

  
	
   

  	
  Fax: 67108907

  



 


According to the purpose stated in Article 2.2, Party
B applies the loan to Party A. Both Parties, after negotiation, hereby enter
into this contract by mutual covenants and intend to perform it accordingly.


Article
1 Definitions


Article 1.1 In this contract, words and phrases below
shall have the following meanings, unless defined otherwise or shall be otherwise
interpreted in light of the context: 


	
  A.

  	
  Interest Settlement Date: The interest settlement
  date is the 20th calendar date every month if the interest is
  settled per month, or the 20th calendar date of the last month of each quarter
  if is settled per quarter, or on June 20th and December 20th if is settled per half year. Should the
  settlement date be not the working day of the bank, then it is postponed to
  the first following working day.

  
	
  B.

  	
  Interest period: The first interest period is from
  Borrower’s first drawdown date to the first interest settlement date. The
  last interest period is from the following day of the second to the last
  interest period to the expiration date for loan payment by borrower. Other
  interest period is from the following day of every past interest period to
  the next interest settlement date.

  
	
  C.

  	
  LIBOR: Shall mean
  the           (3/6month)
  (   )-LIBOR published on REUTERS Screen LIBOR= at 11 o’clock
  a.m. LONDON time two working days before every interest period.

  
	
  D.

  	
  Circulation loan: Shall mean Party B can use the
  line of credit in cycling method within the contract period.

  
	
  E.

  	
  Working day: Shall mean the statutory working day.

  



 


Article
2 Type, Amount and Term of the Loan


Article 2.1 The loan under this contract is current
capital loan (current capital loan/fixed asset loan/ circulation loan).


Article 2.2 The amount of the Loan is RMB Five Million
(RMB 5, 000, 000) and shall be used for the turnover of current capital.



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Article 2.3 The term of the Loan is one year and
commences from January 30, 2007 and ends on January 29, 2008. The actual
borrowing date and the repayment date are as per the borrowing certificate. The
borrowing certificate is the integral part of this contract and shall have the
same legal effect.  


Article 2.4 (This provision is with regard to the
circulation loan and is not related to this contract)


Article
3 Drawdown


Article 3.1 When Party B requests for drawdown, Party
B shall comply with following conditions: 


	
  A.

  	
  Party B shall complete all the procedures for
  drawdown according to the requirements of Party A;

  
	
  B.

  	
  Except the loan in credit, the guarantor has
  provided guaranty which is legitimate and effective and accepted by Party A
  and the documents for guaranty have come into effect;

  
	
  C.

  	
  In case the loan under this contract is in foreign
  currency, Party A shall have received following documents, the form and
  contents of which shall have been recognized by Party A:

  
	
  ·

  	
  Copy of Foreign Exchange (Indirect) Loan Registration
  Certificate

  
	
  ·

  	
  Foreign Exchange use certificate issued by the
  Foreign exchange administration authority at the site of Party A

  
	
  D.

  	
  (This provision is with regard to fix assets loan
  and is not related to this contract)

  



 


Article 3.2 Party B shall request for drawdown in the
way of A:


	
  A.

  	
  Drawing the whole amount at one time once this
  contract comes into effect

  
	
  B.

  	
  Drawing the whole amount in several times

  
	
  C.

  	
  (This provision is with regard to the circulation
  loan and is not related to this contract)

  



 


Article 3.3 Should Party B meet the requirements of
Article 3.1 under this contract, Party A shall transfer the amount of loan to
the bank account of Party B on the date confirmed in the borrowing certificate.


Article
4 Interest Rate and Interest


Article 4.1 The
interest rate of the loan under this contract is fixed rate which is 6.5484%
per year and shall remain the dame during the period of the contract. 


In case the People’s Bank of China adjusts the interest
rate or its determining method, Party A is entitled to change accordingly.


Article 4.2 The interest under this contract is
settled per month, from the date on which the Drawdown is made, interest shall
accrue daily based on the actual days for every interest period. The daily
interest rate is the annual interest rate divided by three hundred and sixty
(360) days or the monthly interest rate divided by thirty (30) days.



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Article 4.3 Party B shall pay the interest on every
Interest Settlement date, when the period of loan expires, Party B shall pay
out all the interest and the principal.


Article
5 Repayment


Article 5.1 Party B shall repay the loan by lump sum
when the loan is due.


Article 5.2 One (1) bank working day prior to each
repayment date or interest settlement date, Party B shall deposit sufficient
amount in its repayment account opened in Party A to pay the interest,
principal and other fees due. Party A shall transfer the corresponding amount
itself.


Article 5.3 If the amount in the repayment account is
not adequate to fully repay the amount due and payable, Party B agrees Party A
is entitled to transfer itself the amount to repay in the sequence of fees,
interest and principal.


Article 5.4 Party B shall inform Party A in writing at
least fifteen (15) working days prior to any prepayment date should Party B
intend to prepay the whole or part of the loan.


Article 5.5 In case Party B prepays the loan, Party B
shall not pay any compensation to Party A.


Article 5.6 When Party B prepays the loan, Party B shall
pay out all the amounts due under this contract till the prepayment date
including the principal, interest and fee. The prepaid amount shall not be
redrawn.


Article 5.7 In case party B requires to extend the
period of loan, Party B shall apply to party A in writing thirty (30) working
days prior to the expiration date of this contract. If Party A agrees to the
extension, both parties shall sign loan extension contract.


Article
6 Pledge


Article 6.1 Except the loan in credit, Party B shall
provide pledge for the debts under this contract which is legitimate and shall
be accepted by Party A. Both parties shall sign a pledge contract with the
contract no. of 260006119521.


Article 6.2 if the pawn under this contract is
damaged, depreciated, involved in ownership disputes, sealed-up or seized, or
the pledgor disposes the pawn in a presuming way, or the financial status of
the warrantor under warrant deteriorates, or any other changes adversely effect
the capacity of guarantee, Party B shall inform Party A timely and provide
other pledge.


Article
7 Undertakes


Article 7.1 Before the obligations under this contract
have been completely fulfilled, Party B hereby undertakes to Party A:



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  A.

  	
  The execution and performance of this contact are complying
  with the laws and regulations which Party B shall abide by. The
  exe cution and performance of this contact are also complying with the
  approval documents for the establishment of Party B and the Articles of
  Association of Party B or Partnership Agreement and not in conflict with any
  other agreement to which Party A is a party;

  
	
  B.

  	
  Party B shall provide authentic, accurate, complete
  financial material and other material which indicate the repayment capacity
  of Party A including all the opening banks, account numbers and balance of
  deposit etc. and coordinate with Party A for party A’s supervision and
  investigation;

  
	
  C.

  	
  Party B shall inform Party A timely in case its
  financial condition deteriorates or it is or is likely to be involved in
  important litigation or arbitration, or any other matters take place which
  shall adversely affect the performance of its liabilities under this
  contract. In such cases, Party B shall secure the repayment of the loan under
  this contract on schedule;

  
	
  D.

  	
  Party B shall notify Party A within 10 days in case
  the management mechanism changes (including but not limited to restructure of
  the company to a company by shares, contracting, lease, consolidation,
  separation, joint management, establishing joint venture or cooperative
  operation with foreign companies, admission to and withdrawal from a
  Partnership), or the business scope, registered capital and equity of Party B
  change. Should the above changes adversely affect the performance of its
  liabilities under this contract, Party B shall take effective remedies to
  ensure the repayment of the loan under this contract on schedule;

  
	
  E.

  	
  Party B shall notify Party A timely the changes with
  regard to the articles of association or partnership agreement, business
  address, business scope, legal representative or principal and other
  important items;

  
	
  F.

  	
  Party B shall disclose the affiliated parties
  relationships and transactions to Party A timely, completely and accurately.
  According to the Accounting Standards for Business Enterprises- Disclosure of
  Affiliated Parties Relationships and Transactions, the affiliated parties
  shall mean:

  
	
  (a)

  	
  The enterprises under direct or indirect control of
  Party B, or other enterprises having direct or indirect control over Party B,
  or other enterprises under the control of the same parent company as Party B;

  
	
  (b)

  	
  Joint venture of Party B

  
	
  (c)

  	
  Associated enterprises of Party B

  
	
  (d)

  	
  The main individual investors, Key managerial
  personnel and the close family members of Party B

  
	
  (e)

  	
  Other enterprises the main individual investors, key
  managerial personnel, or close family members of such individuals control
  over.

  



The other words under this provision have the same
meaning as those in the Accounting Standards for Business Enterprises-
Disclosure of Affiliated Parties Relationships and Transactions.


Article 7.2 Party A herby undertakes to Party B:


A.           Party A shall launch
the loan timely according to the contract;



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B.             Party A shall keep
all the documents, financial materials and other undisclosed materials presented
by Party B for performing this contract confidential unless otherwise
stipulated by the laws and regulations.


Article
8 Remedies for Rights


Article 8.1 In case any of the following situation
happens, Party A is entitled to take one or several of following measures:
requesting Party B to take remedies or provide pledge which is satisfying to
Party A within prescribed period; suspending launching the loan un-granted,
announcing the advance expiration of the loan, taking back the whole or part of
the launched loans in advance and any other remedies under this contract until
the termination of this contract.


	
  A.

  	
  Party B fails to pay any principal or interest due
  under this contract, or fails to perform any other liabilities under this
  contract or violates any representations, warranties or undertakes under this
  contract;

  
	
  B.

  	
  Party B fails to pay any other debts due (including
  due in advance) involving the payment of money or Party B fails to perform
  the obligations under any agreements or documents, which shall adversely
  affect its performance capacity under this contract;

  
	
  C.

  	
  Party B is or is likely to be involved in any
  serious economic disputes, litigations, arbitrations which shall adversely
  affect its performance capacity under this contract;

  
	
  D.

  	
  Party B provides inveracious, deceitful or
  materially missing financial statements to obtain the loan under this
  contract or during the course of performance of this contract;

  
	
  E.

  	
  Party B changes its equity share, controlling
  equity, partnership relationship, senior managing personnel. Or the operating
  cost, sourcing, sales, processing and production have adverse changes. Or the
  executive leadership encounters marriage crisis;

  
	
  F.

  	
  Party B suffers suspension of production, merger,
  separation, bankruptcy which shall adversely affect Party A’s creditor’s
  rights;

  
	
  G.

  	
  Party B is punished by the judicial organs or the
  tax, industry and commerce administration authorities and is required to be
  investigated or frozen its bank accounts;

  
	
  H.

  	
  Party A is unable to implement its normal credit
  management due to the fault of Party B;

  
	
  I.

  	
  Party B violates the principle of good faith, using
  all kinds of ways to escape and abolish its debts, or failing to use the loan
  according to the requirements of this contract, appropriating the loan to buy
  stocks, futures or using in other investments;

  
	
  J.

  	
  Party B fails to provide other legitimate and
  effective pledge once the situation stipulated in Article 6.2 occurs;

  
	
  K.

  	
  The legal representative or person in charge of Party
  B involves himself in gangsterdom, freak-out, gambling or smuggling;

  
	
  L.

  	
  Party B pays tax, fees in arrears or frequently
  defaults the payment of employees’ salary;

  
	
  M.

  	
  The financial or operation status of Party B has
  other materially adverse changes, which has affected or is likely to affect
  its abilities to perform the obligations under this contract;

  




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  N.

  	
  Party B fails to perform the disclosure obligation
  or any of following situations happens to Party B or its affiliated parties,
  which shall adversely affect its performance of the obligations under this
  contract:

  
	
  (a)

  	
  The financial status of affiliated parties
  deteriorates;

  
	
  (b)

  	
  Party B or its affiliated parties is kept filing for
  investigation or punished by the judicial organs, tax, industry and commerce
  administrative enforcement and management authorities;

  
	
  (c)

  	
  The relationship of control or to-be-control between
  Party B and its affiliated parties has changed;

  
	
  (d)

  	
  The affiliated parties of Party B are or are likely
  to be involved in material economic disputes, litigations and arbitrations;

  
	
  (e)

  	
  The main individual investors, key managerial
  personnel of Party B have abnormal changes or any one of them is investigated
  or confined in personal freedom by the judicial organs due to his/her
  involvement in criminal activities;

  
	
  (f)

  	
  Any other matters relating to affiliated parties of
  Party B shall have adverse affect to Party B.

  



 


Article 8.2 In case Party B does not use the loan
according to the loan purpose as stipulated in Article 2.2, Party A is entitled
to: requesting Party B to take remedies or provide pledge which is satisfying
to Party A within prescribed period; suspending launching the loan un-granted,
announcing the advance expiration of the loan, taking back the whole or part of
the launched loans in advance, and furthermore, Party A is entitled to collect
additional 100% of the contracted interest as the penalty interest calculating
on the basis of days and the amount of the loan misappropriated.


Article 8.3 When the loan is due (including due in
advance), in case Party B fails to repay the loan according to the contract,
Party A is entitled to collect additional 50% of the contracted interest as the
penalty interest if the loan is in RMB or additional 20% as the penalty
interest if the loan is in foreign currency.


Article 8.4 During the effective period of the loan,
in case Party B fails to pay interest, Party A is entitled to collect compound
interest based on the rate in Article 4.1; in case Party B fails to pay the
principal of the loan, Party A is entitled to collect compound interest based
on the rate in Article 8.3.


Article 8.5 In case any of following occurs, Party B
shall be responsible for any extra costs and losses thus incur to Party A and
shall take remedies timely, including providing additional authentic materials:


	
  A.

  	
  Party B fails to provide financial materials and
  other materials timely as required by Party A, fails to coordinate with Party
  A when Party A supervises and checks the usage of the loan;

  
	
  B.

  	
  The documents, financial materials or other material
  provided to Party A are not authentic;

  
	
  C.

  	
  Party B fails to make notice according to this
  contract or the notice is not in compliance with the truth.

  




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Article 8.7 In
case Party B fails to repay the principal of the loan, interest, penalty
interest, default payment and other charges due (due in advance), Party A is
entitled to freeze and transfer equivalent amount in any of Party B’s account
opened in Party A and in other branches of ICBC to liquidate the debts under
this contract. 


In case the loan is drawn in foreign currency and the
amount frozen and transferred is in RMB or in other foreign currency, or the
loan is drawn in RMB and the amount frozen and transferred is in foreign
currency, the debts shall be paid based on the exchange rates publicized by
Party A according to the state foreign exchange policy. But the interest and
other fees thus engendered between the transferring date and the actual repayment
date shall be borne by Party B, the price margin arising from fluctuation of
exchange rate between the transferring date and the actual repayment date shall
also be borne by Party B.


Article 8.8 The attorney fee and all the other fees
for realizing the creditor’s rights of Party A under this contract shall be
borne by Party B.


Article
9 Effectiveness, Modification and Termination


Article 9.1 The contract shall be effective from the
date of signing until the date on which all debts are tendered.


Article 9.2 It must be confirmed in written words and
signature by the authorized representative of each party for any revision. The
revision agreement is the integral part of this contract and has the same legal
effect.


Article 9.3 Where any article or provision of this
contract shall be invalid, illegal or unenforceable such invalidity, illegality
or unenforceability shall not effect any other article or provision hereof.


Article 9.4 The modification and termination of this
contract does not affect the rights of each party for compensation. The
termination of this contract does not affect the validity of the article
concerning settlement of disputes.


Article
10 Settlement of Disputes


Article 11.1 The conclusion, effectiveness,
interpretation, execution and dispute resolution of the contract shall be
governed by the laws of the People’s Republic of China. All disputes in
connection with this contract or the execution thereof shall be settled
friendly through negotiation. In case no settlement can be reached, the case
may then be submitted to the jurisdiction of the people’s court at the site of
Party A.


Article
11 Miscellaneous


Article 11.1 No delay or omission by Party A in
exercising the whole or part of rights hereunder shall operate as a waiver or
modification thereof or of any other right, and no



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such delay or omission shall preclude any other or
further exercise thereof or the exercise of any other right.


Article 11.2 In case the loan under this contract is
in foreign currency, Party B shall register the contract to the local foreign
exchange administration authority within 10 days since this contract is signed
and get the Foreign Exchange (Indirect) Loan Registration Certificate.


Article 11.3 During the execution of this contract,
should any of the drawdown date, repayment date, interest settlement date is
not the bank working day, then it is postponed to the first following working
day accordingly.


Article 11.4 Party B shall not transfer the whole or
part of its rights and liabilities under this contract without the written
consent of Party A. Party A is entitled to transfer the creditor’s rights to
any third parties with written notice to Party B.


Article 11.5 The contract is made in three (3) copies,
one for each party and one for Real Estate Trading Center respectively and each
copy has the same legal effect.


Article
12 Additional Requirements


Article 12.1 The requirements for sales revenue
depositing in Party A


A.           In
case Party B only applies loans from Party A other than any other financial
institutions, Party B shall deposit more than 90% of its total sales revenue
counting from the first drawdown date until the time of deposit in Party A or
in any branches or sub-branches of ICBC shanghai branch and such revenue shall
be cleared through the above banks, otherwise Party A is entitled to announce
the advance expiration of the loan and take remedies as described in Article
8.1 under this contract.


B.             In case Party B also
applies loans from other financial institutions, Party B shall deposit its
sales revenue from the first drawdown date in Party A or in any branches or
sub-branches of ICBC shanghai branch and such revenue shall be cleared through
the above banks. The ratio of the sales revenue deposited in the above banks
counting from the first drawdown date until the time of deposit shall no less
than the ratio of Party B’s debts to Party A accounting for its total debts to
all the financial institutions, otherwise Party A is entitled to announce the
advance expiration of the loan and take remedies as described in Article 8.1
under this contract.


Article 12.2 Internet Banking Service


In order to facilitate the deposit of sales revenue
for Party B, Party A shall open the Internet banking service to Party B and
provide corresponding training. Party B covenants to use the Internet banking
in Party A to clear its income and expenses. Both parties shall sign additional
agreements with regard to the Internet Banking Service.



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Party A: Industrial and Commercial Bank of China
Limited Shanghai branch Fengxian sub-branch


	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
  Authorized representative: 

  	
  /s/ Yi Zhang

  	
   

  
	
   

  
	
   

  
	
  Party B: Cherokee International (China) Power Supply
  Ltd. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized representative: 

  	
  /s/ Linster W. Fox

  	
   

  
	
   

  
	
   

  
	
  Date: January 18, 2007

  
				



 



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