Contract of Guarantee

Contract No.: [3350012010AM00077301]

Contract of Guarantee

Guarantor (Party A): [Xu Xx Xxxxx]

Legal Representative (Person in-charge):________

Type of the Identity Credential: Personal Identity Card        Number of the Credential: 330522196208244514

Domicile: ________

Correspondence Address: ________      Zip Code: ________

Telephone: ________

Lender (Party B): Bank of Communication (Huzhou) Branch

Person in-charge:      Le Xiaohua

Correspondence Address:      No. 299 Renmin Road

Whereas Party B, has or will consecutively handle the credit business with Changxing Chisen Electric Co., Ltd. (hereinafter “Borrower”), In order to protect the realization of Lender’s right of Lender, Party A is willing to provide maximum amount guarantee for the debts of Borrower. Party A and Party B hereby agree as follows through negotiations for mutual compliance.

Article 1 Lender’s Rights

1.1 Guarantor provides maximum amount guarantee to master contracts signed between Lender and Borrower for the period from November 16, 2010 to November 16, 2011. Master contract refer to the agreement of loan and notes signed between Lender and Borrower. The Currency, Principal, Interest and Terms of Lender’s right are subject to Master Contracts.

1.2 The maximum amount guaranteed by Guarantor is RMB 69,000,000.

1.3 Under this contract, the guaranteed master lender’s right is determined at the occurrence date (the Determination Date of Master Lender’s Right) of latest lender’s right.

Lender’s right before the Determination Date of Master Lender’s Right and The interest (including compound interest, overdue interest, and penalty interest) occurred until the Guarantor fulfill the contract and the expenses of realization of lender’s right and other related expenses bound under clause 2.2 of this contract are also under the scope of this guarantee contract.

The occurrence of master lender’s right represents Lender grant loan, bank note, letter of credit, bank guarantee and standby letter of credit.

Article 2 Scope of Guarantee

2.1 The guarantee provided by Party A hereunder shall be a guarantee with the joint and several liabilities.

 

2.2 The scope of guarantee herein is [all the debts under the Master Contract, including, but not limited to, all the principal, the interest (including the compound interest and penalty interest), liquidated damage, damages, other amount that Borrower shall pay to Party B (including, but not limited to, the related handling charge, communication fee, miscellaneous fees, etc.), the fees incurred to Party B arising from the fulfillment of the Lender’s right and guarantee right (including, but not limited to, litigation fees, arbitration fees, fees for preservation of properties, travelling expenses, enforcement fees, appraisal fees, auction fees, public notarization fees, service fees, public announcement fees and attorney’s fees).

2.3 The period of guarantee shall be calculated separately for each lender’s rights of the Lender against the Borrower. The period of guarantee for each lender’s right shall be from the date of expiration of each lender’s rights till two years after the date of expiration of the lender’s right.

The Guarantor shall bear guarantee liability respectively for repayment lender’s rights in installments under each contract during period of occurrence of the lender’s rights. The period of guarantee for each lender’s right shall be from the date of expiration of each debt till two years after the date of expiration of the last installment.

In case the occurrence of events under laws or master contract results in the acceleration of maturity of Lender’s rights under master contract by the Lender, the period of guarantee is the date when the Lender confirms the acceleration of maturity of Lender’s rights under master contract.

2.4 The validity of this Contract is independent from the Master Contract. Failure of the Master Contract to be established or effective or invalidity, partial invalidity or revocation or rescission thereof shall not affect the effectiveness of this Contract. If the Master Contract is determined as not established or effective, invalid or partially invalid, or revoked or rescinded, Party A shall be jointly and severally liable for the debts arising from Borrower returning the property or compensating the losses.

Article 3   Statements and Guarantees

3.1 The Guarantor is an independent legal entity, has all necessary legal capacities and is able to fulfill lender’s rights and undertake liabilities under this Contract on its own.3.2 The Guarantor is entitled to execute this Contract and completes all authorization and approvals necessary for executing this Contract and fulfilling its lender’s rights under this Contract.

3.3 All documents, information, data, provided by guarantor during the execution and fulfillment of this contract is true, accurate, complete and effective.

3.4 At the time of signature of this contract, the Borrower is not the shareholder or control person under company law.

Article 4 Responsibility of Guarantor

4.1 If the debts under the Master Contract matures or Party B announces the debts to be mature in advance pursuant to the provisions of the Master Contract or the law, where Borrower fails to fully repay the debts on time or Borrower violates other provisions of the Master Contract, Party A shall immediately undertake the guarantee liability within the Scope of Guarantee.

In the event that the master contract is guaranteed by the pledged assets of Borrower or third party, the Lender has right to determine the sequence of exercise of right, Lender has right to require Guarantor to settle all unpaid debt at the due date before exercise the pledged assets. In the event that Lender waive the right of pledged assets or the sequence of right or amend the right of pledged assets, the guarantee liability of Party A hereunder shall not be mitigated or exempted,

4.2 Guarantor should cooperate with Lender on the inspection and supervision of guarantor’s income and credit conditions (Guarantor is nature person) or operation and financial conditions (Guarantor is non-nature person). Guarantor should provide all financial statement, data and information immediately after obtain the requisition from Lender and guarantee that all documents, information, and data provided are accurate, true and complete.

4.3 Any of following items occurred, Guarantor should provide Lender with written notice at least 30 days before action, and before all lenders right under the master contract are settled, unless obtain the written consent from Lender, no action should be taken on the following items:

1. Sell, gift, lease, lend, transfer, pledge, mortgage, or any other methods to disposal the assets

2. change its capital structure or management system, including, but not limited to, contract, lease, shareholding reform, joint-operation, merger, division, joint venture, reduction of capital, transfer of assets, etc.

4.4 In the event of following items occurred or to be occurred, Guarantor should provide written notice to Lender within 7 days from the date of occurrence.

1. Amendment of memorandum and article, change the name of entity, the legal representative, address, communication, or scope of operation of business registration, making decision that will have material effect on financial and personnel;

2. Preparing to file bankruptcy or has been filed claimed for bankruptcy

3. Involved in significant litigation, arbitration or administrative measures, or principal assets were taken property preservation or other coercive measures

4. Provide guarantee to third party which caused adverse effect on Guarantor’s economic condition, financial condition of fulfillment the obligation of this contract

5. Execute any contract which has material effect on operation and financial conditions.

6. production suspension, shut-down, dissolution,, revoke of business certificate

7. Involve in offence and non-comply with listing rule of Guarantor or its legal representative or core management.

8. Significant difficulty on operation, adverse financial conditions, or other issues occurred that will have adverse effect on Guarantor’s operation, financial condition and repayment capacity.

9. Significant changes on Guarantor’s employment and income or change of residence address. (Guarantor is Nature Person)

4.5. Before Borrower settled all debts under the master contract, Party A agrees not to claim for the right to seek compensation against other Borrower or guarantor

4.6 Before Borrower settled all debts under the master contract, Borrower become the shareholder or substantial controller of Guarantor, Guarantor should inform Lender immediately and provide the board resolution regarding to provide guarantee.

Clause 5. Agreement on deduction

5.1 Where the Guarantor fails to pay any debts due or shall supplement the guarantee money fully, the Lender may directly deduct from any accounts of the Guarantor in Communication Bank of China.

5.2 After deduction, Lender should notice Guarantor the account number, contract number, deduction amount and outstanding balance of debt.

5.3 When deduction is not sufficient to settle all debts, due expenses payable should be paid first. Then according to the following order of deduction:

1. under loan (apart from personal loan) or trading finance services(export insurance), principal and interest overdue less than 90 days, the remaining balance of deduction will be used to repay the due payable interest or penalty interest, compound interest, then the due payable principal; principal and interest are overdue more than 90 days, the remaining balance of deduction will be used to repay overdue principal, then repay the overdue interest or penalty interest, compound interest.

2. under the issuance of bank note, letter of credit, bank guarantee, export insurance services, remaining balance after deduction will be used to repay the due payable principal, then repay the due payable interest penalty interest, compound interest.

3. Under Personal loan service, order of repayment should comply with agreement.

5.4 When currency of deduction is not consistent with the currency of debt, the deduction should be converted under the exchange rate provided by Communication Bank of China.

5.5 Where the currency of money deducted is not the currency of repayment, the Lender is entitled to settle/purchase exchange according to the exchange rate determined by itself. The risks in connection with exchange rate shall be undertaken by the Guarantor.

Clause 6 Settlement of dispute

The terms of business under this contract was handled by Bank of Communication (Huzhou) Branch. The contract is carried out at the Bank of Communication (Huzhou) Branch location. Any dispute of the contract is regulated by the people’s court which placed at the Bank of Communication (Huzhou) Branch location.

Either of the Parties may bring a lawsuit before the People’s court at Lender’s location. During the period of dispute, both parties shall continue to perform terms not in dispute.

Clause 7, Others

7.1 Lender is not obligate to issue debt to Borrower pursuant to this agreement

7.2 With respect to the defaults of Party A, Party B shall be entitled to notify the related department or entity and to make public announcements for collection through the news media.

7.3 the contract is effective after all following conditions are satisfied:

1. Legal representative or authorized agent of Garantor signed and sealed the contract; if Guarantor is natural person, contract signed by Guarantor;

2. Person in charge or authorized agent of Lender Signed and Sealed the Contract.

7.4 There are ________ original copies, guarantor, lender and borrower got one each.

Article 8: Miscellaneous

Remained Blank

Guarantor has already read all the clauses of this Contract. Upon Guarantee’s request, Lender has already explained the clauses of this Contract. Guarantee has no disagreement on all the clauses of this Contract.

Guarantor (Company’s seal/Signature):		Lender (Company’s seal/Signature):
Xu Xx Xxxxx		/s/ Bank of Communication (Huzhou) Branch
Legal Representative (Person in Charge) or Authorized Agent (Signature or Stamped):		Person in Charge or Authorized Agent (Signature or Stamped):
		/s/ Xxx Xx
Date of signatory:  November 16, 2010		Date of signatory:  November 16, 2010

Owner Statement

I (Name: Zhou Fangqin, Personal identity number 33052219640125452X am the spouse of Guarantor. I have read and confirm all article within this agreement, understand and agree Guarantor provide guarantee to Borrower. Guaranteed debt is the common responsibility of married couples, will settled the debt by common property.

Signed by Zhou Fangqin