Exhibit
10.2


Contract
No.260006119521


Maximum Pledge 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 pledgor, Pledgee hereby call
attention to the pledgor to carefully read the bold-face words and pay full
attention to such contents.



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  Pledgee:

  	
  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

  
	
   

  	
   

  
	
  Pledgor:

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

  Legal representative or Principal:

  Address: Shanghai Fengpu Industrial Park, Shanghai, China

  Fax: 67108907

  



 


In order to realize the creditor’s rights of Party A,
Party B agrees to provide pledge as guaranty. Both parties enter into this
contract to regulate respective rights and liabilities after friendly
negotiation according to The Contract Law of the People’s Republic of China and
The Guarantee Law of the People’s Republic of China.


Article
1 Creditor’s Rights


Article 1.1 The
creditor’s rights shall include: all the loans in RMB & Foreign currency
Party A have launched to Party B according to the principal contract and the
creditor’s rights Party A enjoys against Party B due to the issuance of Bank
Acceptance Bill, Letter of Credit and Letter of Guarantee from December 25,
2006 to December 25, 2009, no matter such creditor’s rights is mature or
immature when such period expires. The maximum balance of creditor’s rights
shall be RMB 25, 000, 000. 


The above-mentioned principal contract includes
following contract (agreement) A signed by Party A and Cherokee
International (China) Power Supply Ltd. 


A. Loan Contract


B. Acceptance agreement for Bank Acceptance Bill


C. Agreement for opening Letter of Credit


D. Agreement for issuing Letter of Guarantee


Article 1.2 The above-mentioned maximum balance of
creditor’s rights refers to the total sum converted to RMB by all the creditor’s
rights whether in RMB or foreign currency. The rate of exchange is the selling
price of foreign currency publicized by Party A on the date when Party A’s
creditor’s rights against Party B are affirmed.


Article
2 Scope of Pledge


Article 2.1 The scope of the pledge includes: the full
amount of principle under the loan contract, its interests, penalty, compounding
interests, compensation and reimbursement for breaching of the contract,
attorney fees and other fees that Part A accrued for realizing the credit and
hypothecation, and all other expenses.



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Article
3 Pawn


Article 3.1 Details of the pawn are as per the List of
Pledge. The List of Pledge is the appendix of this contact and has the same
legal effect of this contract.


Article 3.2 The effectiveness of the pledge under this
contract shall be extended to the ancillary component, collateral rights, appendage,
adjunction, natural and legal fruits, substitute of the pawn and such
effectiveness shall also be extended to the insurance payment, compensation
incurred from the damage, loss or confiscation of the pawn.


Article 3.3 When the performance period of the
principal debt expires, should the pawn be seized by the People’s court due to
the non-performance of the principal debt, Party A shall be entitled to take
the detached natural and legal fruits of the pawn. And the payment shall be in
following sequence: 


A. Costs and
expenses to collect the fruits


B. Interest due and other costs and expenses under the
principal contract 


C. Principal of
the debt


Article 3.4 The estimated value of pawn under the List
of Pledge shall not be the foundation value when Party A disposes the pawn, and
shall not limit the rights of Party A on executing the hypothecation.


Article 3.5 The certificate of title of the pawn and
related documents shall be sealed after mutual confirmation by both parties and
shall be kept by Party A unless otherwise stipulated by the laws and
regulations.


Article 3.6 During the validation period of the
contract, the pawn shall be possessed and employed by Party B. Party B shall
maintain the pawn in good condition, and shall not employ the pawn in any inappropriate
way, which will tear off the value of pawn. Party A reserves the right to check
the condition of the pawn.


Article 3.7 Should there be any damage, loss to the
pawn, Party B shall inform Party A in time and take measures to prevent the
aggravation of the loss or damage. Party B is also obliged to provide the
certificate issued by the competent authorities to testify such damage or loss
at the same time.


Article 3.8 In case the action of Party B will
sufficiently result in the reduction of pawn value, Party B is obliged to
suspend its action immediately. If the pawn value is reduced as thus, Party B
shall recoup the value of pawn or provide guarantee with equivalent value.


Article 3.9 In case Party B is immune from the
reduction of pawn value, the compensation and reimbursement to Party B shall be
used to refund the debts under the principal contract in advance, or to recoup
the value of pawn with the consent of Party A, or shall be saved under the
designated account by Party A to guarantee the performing of the debt. The
remaining value of pawn shall still be the hypothecation of the debt.



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Article 3.10 Should the pawn be confiscated as a
result of the construction requirements of the State, the confiscation
compensation to Party B shall be used to refund the debts under the contract in
advance, or shall be deposited to the third party.


Article
4 Pledge registration


Article 4.1 Where the law or regulation requires, or
the two parties agrees, that the pledge shall be registered, both parties shall
register the pledge in the local registration office within 15 days since this
contract is signed. Shall there be any different contents between the contract
and registration, the registration shall have the priority.


Article 4.2 Should there be any changes of registered
items and the corresponding registration is required to be modified to record
such changes by the law, both parties shall register the changes in the local
registration office within 15 days since such changes occur.


Article
5 Insurance


Article 5.1 Party
B shall complete the procedure in corresponding insurance institute for buying
property insurance for the pawn within 15 days since the contract is signed,
the insurance category is property insurance. The insurance terms shall cover a
period longer than the period stipulated in Article 1.1 of this contract and
the insurance amount shall not be less than the maximum balance of creditor’s
rights as stipulated in Article 1.1 of this contract. 


Should the insurance terms not be longer than the expiration
date of the creditor’s rights of Party A due to the reasons of the insurance
institute, Party B is obliged to unconditionally buy property insurance for the
pawn under this contract and ensure an uninterrupted insurance terms during the
entire period of this contract.


Article 5.2 Party B shall specify in the insurance
policy that Party A is the first beneficiary. The policy shall have no
limitation to the rights or benefits of Party A.


Article 5.3 During the valid period of this contract,
Party B shall not suspend or withdraw the insurance with any excuse, should the
insurance be suspended, Party A is entitled to buy the insurance itself and all
the costs and expenses thus incurred shall be borne by Party B.


Article 5.4 During the valid period of this contract,
should the pawn suffer any insured accident, all the insurance compensation
shall be used to refund the debts under the principal contract in advance, or
to recoup the value of pawn with the consent of Party A, or shall be saved
under the designated account by Party A to guarantee the performing of the
debt.



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Article
6 Realization of the Pledge


Article 6.1 In case any of following situation occurs,
Party A is entitled to auction or sell the pawn according to the stipulations
of laws and enjoys the priority to be paid firstly with the amount thus
produced, or negotiate with Party B to use the pawn at a converted amount of
money to discharge the debts which Party B owes to Party A. 


	
  A.

  	
  Debts under the principal contract mature (or mature
  in advance) but undischarged by the debtor;

  
	
  B.

  	
  Situation under Article 3.8 occurs, Party B does not
  recoup the value of pawn or fails to provide guarantee with an equivalent
  amount to the reduction value of the pawn;

  
	
  C.

  	
  Principal contract is terminated according to the
  laws and regulations, the principal debtor should undertake the liabilities
  to compensate or discharge.

  



 


Article 6.2 Should the earnings from the disposition
of the pawn are in different currency from that stipulated in the principal
contract, such earnings shall be used to pay the debts under principal contract
only after it is converted to the currency of the principal contract at the
exchange rate publicized by Party A according to state foreign exchange policy.


Article 6.3 When Party A disposes the pawn according
to this contract, Party B shall coordinate actively and shall not set any
obstacles to prevent Party A from executing its rights.


Article
7 Representations and Warranties


Article 7.1 Party B hereby represents and warrants to
Party A that:


	
  A.

  	
  Party B is the property owner of the pawn under this
  contract and enjoys the full rights of disposition. There exist no disputes
  with regard to the ownership and management rights of the pawn;

  
	
  B.

  	
  Party B fully understands the purpose of the
  principal debt and voluntarily provide pledge for the principal debtor. All
  the expression of intents under this contract are sincere;

  
	
  C.

  	
  The pawn under this contract is entitled to be set
  pledge and no restricts exist;

  
	
  D.

  	
  Party B has made full and proper statement of the
  flaws of the pawn;

  
	
  E.

  	
  The pawn under this contract has not been sealed-up,
  seized or re-pledged;

  
	
  F.

  	
  Party B shall notify the lessee the status of pledge
  of the pawn in case the pawn is fully or partly rent out, and in such case
  Party B shall also inform Party A with written notice of the status of lease;

  
	
  G.

  	
  Should Party B be natural person, Party B shall
  ensure the pawn is not mutual property, or in case the pawn is mutual
  property, Party B has got the written consent from the part owner;

  
	
  H.

  	
  Should Party B be a legal person, Party B shall
  ensure i. the pledge of the pawn complies with the articles of association of
  the company and the procedure and rights describe therein; ii. The pledge of
  the pawn does not violate the laws and regulations and related requirements;
  iii. Should this warranty and representation is inveracious and deceitful,
  Party B shall still fulfill its commitments under the pledge and be
  responsible for any liabilities thus incur. Iv. In case Party B is a public
  listed company, Party B shall disclose the pledge timely according to the
  requirements of laws and regulations, failing which and thus leading to the
  influence on the realization of Party

  



 



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A’s pledge rights,
Party B shall undertake the liabilities and all the other obligations thus
incur.


Article
8 Undertakes


Article 8.1 Before the obligations of the principal
debtor under the principal contract is completely fulfilled, Party B hereby
undertakes to Party A:


	
  A.

  	
  In case any one of following situations occurs,
  Party B shall still undertake its liabilities under this contract without the
  needing of its consent:

  
	
   

  	
  (1)

  	
  Party A and the principal debtor negotiate to modify
  the principal contract, which does not aggravate the liabilities of principal
  debtor;

  
	
   

  	
  (2)

  	
  The amount of the principal debt changes due to the
  flexible interest rate the principle contract adopts or the adjustment of the
  interest rate by the People’s Bank of China.

  
	
  B.

  	
  Unless otherwise agreed by Party A, during the
  period of this contract, Party B shall ensure that pawn under this contract
  should not be pledged or impawned at any kind, and not be rented out,
  transferred to, or bestowed to any third party, and that the pawn shall not
  be damaged in any kind of.

  
	
  C.

  	
  Party B shall be responsible for any fees and
  charges under this contract, including but not limited to the attorney fee,
  insurance fee, charges for appraisement, evaluation, registration, transfer
  of title and any other expenses.

  
	
  D.

  	
  In case the pledge right of Party A suffers any
  infringement from any third parties, Party B shall notify Party A timely and
  coordinate with Party A to defense such infringement.

  
	
  E.

  	
  Party B shall notify Party A timely in case any of
  the following situations occurs:

  
	
   

  	
  (1)

  	
  Changes of management mechanism including but not
  limited to restructure of the company to a company by shares, contracting,
  leasehold, consolidation, separation, joint management, establishing joint
  venture or cooperative operation with foreign companies, admission to and
  withdrawal from a Partnership;

  
	
   

  	
  (2)

  	
  Changes of the business scope, registered capital
  and equity;

  
	
   

  	
  (3)

  	
  liquidation, closing down, going out of business,
  disincorporation, revocation of the business license, nullifying the
  administrative registration;

  
	
   

  	
  (4)

  	
  Any disputes with regard to the ownership of the
  pawn;

  
	
   

  	
  (5)

  	
  Changes with regard to the name of the company,
  articles of association or partnership agreement, business address, legal
  representative (principal), phone no;

  
	
   

  	
  (6)

  	
  Seal-up, seizure, custody of the pawn according to
  the law in case the pawn is or is likely to be involved in economic disputes,
  litigation or arbitration.

  
	
   

  	
  In case the items of (1) and/or (2) listed above
  occur, Party B shall inform party B with written notice within 10 days since
  such matter happens, in case any of the items from (3) to (6) occurs, Party B
  shall inform party B with written notice immediately.

  
	
  F.

  	
  Party B shall sign any notices in any forms from
  Party A timely.

  



 


Article 8.2 Party A shall hereby undertakes to Party
B:



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A.    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;


B     Party A
shall refund the balance value of the pawn to Party B when Party A disposes the
pawn to realize its pledge right;


C.    Party A
shall coordinate Party B to recourse the principal debtor when its pledge right
is fully realized.


Article
9 Default and Default Remedies


Article 9.1 Once the contract comes into effect,
either party’s failing to fulfill its commitments under this contract or
violation of its representations, warranties and undertakes under this contract
constitutes the breach of contract. Should the other party suffer any damages
or losses, the breaching party shall compensate.


Article 9.2 In
case either party has any of following actions, it shall be responsible for any
extra costs and losses thus incur: 


(1) Failing to
make notice according to this contract or the notice is not in compliance with
the truth;


(2) Rejecting to receive the other party’s notice
during working days.


Article 9.3 Should the contract is void due to any
reasons from Party B, Party B shall compensate all the damages or losses Party
A thus suffer within the scope of pledge.


Article 9.4 Should any party breach the contract, the
other party is entitled to take any measures stipulated by the laws and
regulations of the People’s Republic of China unless otherwise expressed in
this contract.


Article
10 Effectiveness, Modification and Termination


Article 10.1 The contract shall be effective from the
date of signing until the date on which all debts are tendered. Where there is
a statutory requirement for registration, the effectiveness date is when the
registration is completed.


Article 10.2 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 10.3 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.



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Article
10.4 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 11 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 12 Miscellaneous


Article
12.1 This contract is independent of the principal contract, should the
principal contract be void, this contract is still valid and Party B shall
fulfill its commitments under this contract.


Article
12.2 Party B shall not transfer the whole or part of its rights and liabilities
under this contract without the written consent of Party A.


Article
12.3 No delay or omission by Party A in exercising the whole or part of right
hereunder shall operate as a waiver or modification thereof or of any other
right, and no such delay or omission shall preclude any other or further exercise
thereof or the exercise of any other right.


Article
12.4 In case the pledgor under this contract is a natural person, the pledgor
shall not be restricted by the article 8.1E (1), (2), (3), (5) of this
contract.


Article
12.5 The contract is made in four (4) copies, one for each party and one for
Real Estate Trading Center and other authority respectively and each copy has
the same legal effect.


Appendix:
List of Pledge



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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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List of Pledge


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pledge

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Value

  	
   

  	
  under

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  by

  	
   

  	
  other

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Certificate

  	
   

  	
  appraise

  	
   

  	
  creditor’s

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Quantity

  	
   

  	
  Quality

  	
   

  	
  Status

  	
   

  	
  Location

  	
   

  	
  of title

  	
   

  	
  -ment

  	
   

  	
  right

  	
   

  	
  Others

  	
   

  
	
  Workshop

  	
   

  	
  10912.95

  	
   

  	
  good

  	
   

  	
  Completed

  	
   

  	
  No.1353

  	
   

  	
  Shanghai

  	
   

  	
  36,070,000

  	
   

  	
  NO

  	
   

  	
  NO

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chen Qiao

  	
   

  	
  real
  esate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Road,

  	
   

  	
  Fenfxian

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Fengxian

  	
   

  	
  (2006)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  district

  	
   

  	
  No.010046

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Unit price for
amount: RMB yuan


 


	
  Pledgee:

  	
  Industrial and Commercial Bank of China Limited
  Shanghai branch 

  
	
   

  	
  Fengxian sub-branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Principal:

  	
  /s/ Yi Zhang

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Pledgor: Cherokee International (China) Power Supply
  Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Legal representative: 

  	
  /s/ Linster W. Fox

  	
   

  
					



 


Date: January 18, 2007



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