0001010549-08-000325 Sample Contracts

AMENDMENT TO STOCK AND NOTES PURCHASE AGREEMENT
Stock and Notes Purchase Agreement • April 30th, 2008 • China Recycling Energy Corp • Services-business services, nec • New York

This AMENDMENT TO THE STOCK AND NOTES PURCHASE AGREEMENT is dated as of April 29, 2008 (the "Amendment"), and is entered into in reference to that certain Stock and Notes Purchase Agreement, dated as of November 16, 2007 (the "Agreement"), by and among China Recycling Energy Corporation, a Nevada corporation (the "Company"), Sifang Holdings Co., Ltd., a company organized under the laws of the Cayman Islands ("Sifang"), Shanghai TCH Energy Technology Co., Ltd., a wholly-foreign-owned enterprise organized under the laws of the People’s Republic of China ("TCH" and together with the Company and Sifang, the "Company Group"), Carlyle Asia Growth Partners III, L.P., a limited partnership organized under the laws of the Cayman Islands ("CAGP"), and CAGP III Co-Investment, L.P., a limited partnership organized under the laws of the Cayman Islands (together with CAGP, each, an "Investor" and collectively, the "Investors").

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