[NingboHeng Bang Long Electrical Equipment Co., Ltd.] (as thePurchaser) and [NingboBang Shi Da Electrical Equipment Co., Ltd.] (as theSeller) and FanWenda (asthe Guarantor of the Seller) SupplementalAgreement to Assetand Business Purchase Agreement November24, 2010, in Shenzhen TABLEOF CONTENTS

1.

The Parties have executed an Asset and Business Purchase Agreement on November 6, 2010 (the “Purchase Agreement”), and the Seller has transferred all of the Target Assets and Target Business to the Purchaser on November 15, 2010, when the Seller and the Purchaser has made an inventory on all such targets.

2.

The Parties intend to adjust the Consideration provided in the Purchase Agreement according to Article 9 of the Purchase Agreement.

1.

Except as otherwise prescribed in this Supplemental Agreement, words and expressions used herein shall have the same meanings as defined in the Purchase Agreement.

2.

Titles of this Supplemental Agreement are set forth only for convenience of reading and shall not influence the content and interpretation of any provision.

3.

The Purchaser (and/or the Controller) and the Seller have performed a physical inventory on the Target Assets pursuant to Article 9 of the Purchase Agreement.  According to the result of such physical inventory:

 

(i)

The Fixed Assets (as listed in Exhibit I attached hereto) transferred from the Seller to the Purchaser were valued at RMB 7,741,900.03,

 

(ii)

The Inventory (as listed in Exhibit II attached hereto) transferred from the Seller to the Purchaser was valued at RMB 4,642,327.82;

 

(iii)

The Client Resources (as listed in Exhibit III attached hereto) were valued at RMB 32,113,900.00; and

 

(iv)

The Parties confirm that the Transferred Employees are hereby set forth in Exhibit IV hereto.

4.

Based on the result of the aforesaid physical inventory as stated in Article 3 above, the Parties agree that the final total Consideration under in the Purchase Agreement shall be adjusted to RMB 44,498,127.85.

5.

Since the Actual Value of Target Assets which is RMB 44,498,127.85 is lower than the Evaluation Value of Target Assets which is RMB 49,322,100, the Parties hereby confirm that the exact amount of the Second Installment Consideration calculated based on the result of the physical count according to Article 9 of the Purchase Agreement shall be:

6.

This Supplemental Agreement shall be governed, bound and protected by the laws of the PRC. The interpretation, performance, amendment, termination, validity and dispute resolution of this Supplemental Agreement shall be conducted in accordance with the laws of the PRC.

7.

In the event of any dispute with respect to the execution, interpretation, performance or validity of the provisions of this Supplemental Agreement or any dispute related to this Supplemental Agreement, the Parties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach an agreement on the resolution of such a dispute, any Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission (the “CIETAC”) South China Sub-Commission for arbitration. The arbitration shall be conducted in Shenzhen in accordance with then-effective and applicable arbitration rules of CIETAC. The arbitration award shall be final and binding on all Parties.

8.

This Supplemental Agreement constitutes an inseparable part of the Purchase Agreement and both the Purchase Agreement and this Supplemental Agreement shall be equally binding to the Parties.  Expect for those explicitly amended and superseded by this Supplemental Agreement, the other provisions of the Purchase Agreement shall still be valid and effective.

9.

This Supplemental Agreement shall become effective upon execution by the Parties as of the date first above written.

10.

In the event that any provision or stipulation hereunder is invalid, unlawful or unenforceable in accordance with the laws of the PRC, any other provisions shall remain effective and binding on all Parties without affecting the integral performance and material contents hereof.

11.

This Supplemental Agreement is executed in three copies, each Party holding one copy with equal legal validity.