**Exhibit10.1**

ContractNo.2600061195

**Loan 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 Borrower, Lender hereby callsattention to the Borrower to carefully read the bold-face words and pay fullattention 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”) |
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|      | 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, PartyB applies the loan to Party A. Both Parties, after negotiation, hereby enterinto this contract by mutual covenants and intend to perform it accordingly.

**Article1 Definitions**

Article 1.1 In this contract, words and phrases belowshall have the following meanings, unless defined otherwise or shall be otherwiseinterpreted 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. |
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| *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.                                                                                                                                                                                                                                                                                                                                                                                        |

 

**Article2 Type, Amount and Term of the Loan**

Article 2.1 The loan under this contract is currentcapital 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 andcommences from January 30, 2007 and ends on January 29, 2008. The actualborrowing date and the repayment date are as per the borrowing certificate. Theborrowing certificate is the integral part of this contract and shall have thesame legal effect.  

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

**Article3 Drawdown**

Article 3.1 When Party B requests for drawdown, PartyB shall comply with following conditions: 
| A.     | Party B shall complete all the procedures for  drawdown according to the requirements of Party A;                                                                                     |
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| 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 theway of A:
| A. | Drawing the whole amount at one time once this  contract comes into effect                   |
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| 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 ofArticle 3.1 under this contract, Party A shall transfer the amount of loan tothe bank account of Party B on the date confirmed in the borrowing certificate.

**Article4 Interest Rate and Interest**

Article 4.1 Theinterest 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 interestrate or its determining method, Party A is entitled to change accordingly.

Article 4.2 The interest under this contract issettled per month, from the date on which the Drawdown is made, interest shallaccrue daily based on the actual days for every interest period. The dailyinterest 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 everyInterest Settlement date, when the period of loan expires, Party B shall payout all the interest and the principal.

**Article5 Repayment**

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

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

Article 5.3 If the amount in the repayment account isnot adequate to fully repay the amount due and payable, Party B agrees Party Ais 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 atleast fifteen (15) working days prior to any prepayment date should Party Bintend to prepay the whole or part of the loan.

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

Article 5.6 When Party B prepays the loan, Party B shallpay out all the amounts due under this contract till the prepayment dateincluding the principal, interest and fee. The prepaid amount shall not beredrawn.

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

**Article6 Pledge**

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

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

**Article7 Undertakes**

Article 7.1 Before the obligations under this contracthave 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;                                                                                                                                                                                                                                                   |
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| 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 samemeaning 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 launchthe loan timely according to the contract;

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B.             Party A shall keepall the documents, financial materials and other undisclosed materials presentedby Party B for performing this contract confidential unless otherwisestipulated by the laws and regulations.

**Article8 Remedies for Rights**

Article 8.1 In case any of the following situationhappens, Party A is entitled to take one or several of following measures:requesting Party B to take remedies or provide pledge which is satisfying toParty A within prescribed period; suspending launching the loan un-granted,announcing the advance expiration of the loan, taking back the whole or part ofthe launched loans in advance and any other remedies under this contract untilthe 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;                                           |
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| 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:                  |
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| (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 loanaccording to the loan purpose as stipulated in Article 2.2, Party A is entitledto: requesting Party B to take remedies or provide pledge which is satisfyingto Party A within prescribed period; suspending launching the loan un-granted,announcing the advance expiration of the loan, taking back the whole or part ofthe launched loans in advance, and furthermore, Party A is entitled to collectadditional 100% of the contracted interest as the penalty interest calculatingon the basis of days and the amount of the loan misappropriated.

Article 8.3 When the loan is due (including due inadvance), 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 thepenalty interest if the loan is in RMB or additional 20% as the penaltyinterest 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 compoundinterest based on the rate in Article 4.1; in case Party B fails to pay theprincipal of the loan, Party A is entitled to collect compound interest basedon the rate in Article 8.3.

Article 8.5 In case any of following occurs, Party Bshall be responsible for any extra costs and losses thus incur to Party A andshall 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; |
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| 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 Incase Party B fails to repay the principal of the loan, interest, penaltyinterest, default payment and other charges due (due in advance), Party A isentitled to freeze and transfer equivalent amount in any of Party B’s accountopened in Party A and in other branches of ICBC to liquidate the debts underthis contract. 

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

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

**Article9 Effectiveness, Modification and Termination**

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

Article 9.2 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 9.3 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.

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

**Article10 Settlement of Disputes**

Article 11.1 The conclusion, effectiveness,interpretation, execution and dispute resolution of the contract shall begoverned by the laws of the People’s Republic of China. All disputes inconnection with this contract or the execution thereof shall be settledfriendly through negotiation. In case no settlement can be reached, the casemay then be submitted to the jurisdiction of the people’s court at the site ofParty A.

**Article11 Miscellaneous**

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

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

Article 11.2 In case the loan under this contract isin foreign currency, Party B shall register the contract to the local foreignexchange administration authority within 10 days since this contract is signedand 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 isnot the bank working day, then it is postponed to the first following workingday accordingly.

Article 11.4 Party B shall not transfer the whole orpart of its rights and liabilities under this contract without the writtenconsent of Party A. Party A is entitled to transfer the creditor’s rights toany 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 eachcopy has the same legal effect.

**Article12 Additional Requirements**

Article 12.1 The requirements for sales revenuedepositing in Party A

A.           Incase Party B only applies loans from Party A other than any other financialinstitutions, Party B shall deposit more than 90% of its total sales revenuecounting from the first drawdown date until the time of deposit in Party A orin any branches or sub-branches of ICBC shanghai branch and such revenue shallbe cleared through the above banks, otherwise Party A is entitled to announcethe advance expiration of the loan and take remedies as described in Article8.1 under this contract.

B.             In case Party B alsoapplies loans from other financial institutions, Party B shall deposit itssales revenue from the first drawdown date in Party A or in any branches orsub-branches of ICBC shanghai branch and such revenue shall be cleared throughthe above banks. The ratio of the sales revenue deposited in the above bankscounting from the first drawdown date until the time of deposit shall no lessthan the ratio of Party B’s debts to Party A accounting for its total debts toall the financial institutions, otherwise Party A is entitled to announce theadvance expiration of the loan and take remedies as described in Article 8.1under this contract.

Article 12.2 Internet Banking Service

In order to facilitate the deposit of sales revenuefor Party B, Party A shall open the Internet banking service to Party B andprovide corresponding training. Party B covenants to use the Internet bankingin Party A to clear its income and expenses. Both parties shall sign additionalagreements with regard to the Internet Banking Service.

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Party A: Industrial and Commercial Bank of ChinaLimited Shanghai branch Fengxian sub-branch
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| Authorized representative:                                 | /s/ Yi Zhang       |   |
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| Party B: Cherokee International (China) Power Supply  Ltd. |
|                                                       |               |   |
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| Authorized representative:                                 | /s/ Linster W. Fox |   |
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| Date: January 18, 2007                                     |
|                                                            |                    |        |  |

 

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