HarbinElectric, Inc. No.9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu HarbinKai Fa Qu, Harbin, China 150060

 

 

April 21, 2009,

effective as of December 31, 2008

Shelton Technology LLC

1685 W. Hamlin Road

Rochester Hills, MI 48309

Attention: Shaotang Chen

 

 

Reference is made to a certain Letter Agreement, dated as of April 9, 2007 (the “Agreement”), as amended by that certain Amendment to the Letter Agreement, dated as of December 11, 2008 (the “First Amendment”), between Harbin Electric, Inc., a Nevada corporation, and Shelton Technology, LLC, a Michigan limited liability company.  Capitalized terms used herein that are not defined shall have the respective meanings given to them in the Agreement.

 

Section 3(a) of the First Amendment is amended by changing the date December 31, 2008 to June 30, 2009 (thereby extending the Term through such date).

 

The first sentence of Section 4 is amended to read as follows:

 

By notice given to Shelton by June 30, 2009, each of Harbin and the Venture shall have the right to require Shelton to contribute to the Venture the Licensed Assets and the Customer Accounts, free and clear of Liens (as defined in Section 8(e)), in consideration for a limited liability company interest in Venture entitling Shelton to a 49% share of Venture’s profits, losses, and distributions of its assets.

Except as expressly amended or waived or otherwise specifically provided herein, all of the terms and conditions of the Agreement shall remain in full force and effect.

Please acknowledge your agreement to the foregoing, by signing in the space provided below.

Very truly yours,