0001144204-09-063194 Sample Contracts

NOTE ASSUMPTION AGREEMENT
Note Assumption Agreement • December 4th, 2009 • China Electric Motor, Inc. • Motors & generators • Delaware

This note assumption agreement (“Agreement”) dated as of November 20, 2009, memorializes the prior agreement by and among China Electric Motor, Inc., a Delaware corporation (“China Electric”), Excel Profit Global Group Ltd., a British Virgin Islands company (“Excel Profit”) and Chen Dong (the “Noteholder”) of China Electric’s assumption of that certain promissory note dated May 6, 2009 signed by Excel Profit in favor of the Noteholder in the principal amount of $335,000 (the “Note”). A copy of the May 6 Note is attached hereto as Exhibits A. Capitalized terms used herein shall have the same meanings as used in the Note.

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