**Exhibit10.2**

ContractNo.260006119521

**Maximum Pledge Contract for Small-Sized Enterprises**

Important Notice: Following consultations conducted onthe basis of equality and in accordance with the relevant laws and regulations,both parties voluntarily enter into this Contract, by which they shall strictlyabide. In order to secure legal rights of pledgor, Pledgee hereby callattention to the pledgor to carefully read the bold-face words and pay fullattention 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 thiscontract to regulate respective rights and liabilities after friendlynegotiation according to The Contract Law of the People’s Republic of China andThe Guarantee Law of the People’s Republic of China.

**Article1 Creditor’s Rights**

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

The above-mentioned principal contract includesfollowing contract (agreement) A signed by Party A and CherokeeInternational (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 ofcreditor’s rights refers to the total sum converted to RMB by all the creditor’srights whether in RMB or foreign currency. The rate of exchange is the sellingprice of foreign currency publicized by Party A on the date when Party A’screditor’s rights against Party B are affirmed.

**Article2 Scope of Pledge**

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

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**Article3 Pawn**

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

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

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

A. Costs andexpenses to collect the fruits

B. Interest due and other costs and expenses under theprincipal contract 

C. Principal ofthe debt

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

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

Article 3.6 During the validation period of thecontract, the pawn shall be possessed and employed by Party B. Party B shallmaintain the pawn in good condition, and shall not employ the pawn in any inappropriateway, which will tear off the value of pawn. Party A reserves the right to checkthe condition of the pawn.

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

Article 3.8 In case the action of Party B willsufficiently result in the reduction of pawn value, Party B is obliged tosuspend its action immediately. If the pawn value is reduced as thus, Party Bshall recoup the value of pawn or provide guarantee with equivalent value.

Article 3.9 In case Party B is immune from thereduction of pawn value, the compensation and reimbursement to Party B shall beused to refund the debts under the principal contract in advance, or to recoupthe value of pawn with the consent of Party A, or shall be saved under thedesignated account by Party A to guarantee the performing of the debt. Theremaining value of pawn shall still be the hypothecation of the debt.

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Article 3.10 Should the pawn be confiscated as aresult of the construction requirements of the State, the confiscationcompensation to Party B shall be used to refund the debts under the contract inadvance, or shall be deposited to the third party.

**Article4 Pledge registration**

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

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

**Article5 Insurance**

Article 5.1 PartyB shall complete the procedure in corresponding insurance institute for buyingproperty insurance for the pawn within 15 days since the contract is signed,the insurance category is property insurance. The insurance terms shall cover aperiod longer than the period stipulated in Article 1.1 of this contract andthe insurance amount shall not be less than the maximum balance of creditor’srights as stipulated in Article 1.1 of this contract. 

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

Article 5.2 Party B shall specify in the insurancepolicy that Party A is the first beneficiary. The policy shall have nolimitation 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 theinsurance be suspended, Party A is entitled to buy the insurance itself and allthe 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 compensationshall be used to refund the debts under the principal contract in advance, orto recoup the value of pawn with the consent of Party A, or shall be savedunder the designated account by Party A to guarantee the performing of thedebt.

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**Article6 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 stipulationsof laws and enjoys the priority to be paid firstly with the amount thusproduced, or negotiate with Party B to use the pawn at a converted amount ofmoney 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 dispositionof the pawn are in different currency from that stipulated in the principalcontract, such earnings shall be used to pay the debts under principal contractonly after it is converted to the currency of the principal contract at theexchange rate publicized by Party A according to state foreign exchange policy.

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

**Article7 Representations and Warranties**

Article 7.1 Party B hereby represents and warrants toParty 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 thusincur.

**Article8 Undertakes**

Article 8.1 Before the obligations of the principaldebtor under the principal contract is completely fulfilled, Party B herebyundertakes 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 PartyB:

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A.    Party Ashall keep all the documents, financial materials and other undisclosedmaterials presented by Party B for performing this contract confidential unlessotherwise stipulated by the laws and regulations;

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

C.    Party Ashall coordinate Party B to recourse the principal debtor when its pledge rightis fully realized.

**Article9 Default and Default Remedies**

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

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

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

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

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

Article 9.4 Should any party breach the contract, theother party is entitled to take any measures stipulated by the laws andregulations of the People’s Republic of China unless otherwise expressed inthis contract.

**Article10 Effectiveness, Modification and Termination**

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

Article 10.2 It must be confirmed in written words andsignature by the authorized representative of each party for any revision. Therevision agreement is the integral part of this contract and has the same legaleffect.

Article 10.3 Where any article or provision of thiscontract shall be invalid, illegal or unenforceable such invalidity, illegalityor unenforceability shall not effect any other article or provision hereof.

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Article10.4 The modification and termination of this contract does not affect therights of each party for compensation. The termination of this contract doesnot affect the validity of the article concerning settlement of disputes.

**Article 11 Settlement of Disputes**

Article11.1 The conclusion, effectiveness, interpretation, execution and disputeresolution of the contract shall be governed by the laws of the People’sRepublic of China. All disputes in connection with this contract or theexecution thereof shall be settled friendly through negotiation. In case nosettlement can be reached, the case may then be submitted to the jurisdictionof the people’s court at the site of Party A.

**Article 12 Miscellaneous**

Article12.1 This contract is independent of the principal contract, should theprincipal contract be void, this contract is still valid and Party B shallfulfill its commitments under this contract.

Article12.2 Party B shall not transfer the whole or part of its rights and liabilitiesunder this contract without the written consent of Party A.

Article12.3 No delay or omission by Party A in exercising the whole or part of righthereunder shall operate as a waiver or modification thereof or of any otherright, and no such delay or omission shall preclude any other or further exercisethereof or the exercise of any other right.

Article12.4 In case the pledgor under this contract is a natural person, the pledgorshall not be restricted by the article 8.1E (1), (2), (3), (5) of thiscontract.

Article12.5 The contract is made in four (4) copies, one for each party and one forReal Estate Trading Center and other authority respectively and each copy hasthe 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 foramount: 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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