Reference No.: P/S2254/00344/06 Date: 22 November 2006 Shenzhen Ritar Power Co., Ltd. Building 9, Second Industrial Zone, Fuqiao, Qiaotou Village, Fuyong Town, Bao’an District, Shenzhen To whom it may concern: Supplement to Credit Facility Agreement:...

Exhibit
      10.10
 
Reference
      No.: P/S2254/00344/06
Date:
      22
      November 2006

Shenzhen
      Ritar Power Co., Ltd.
Building
      9, Second Industrial Zone, Fuqiao, Qiaotou Village, Fuyong Town, Bao’an
      District, Shenzhen

To
      whom
      it may concern:
Supplement
      to Credit Facility Agreement: Shenzhen Ritar Power Co., Ltd.
      (“Borrower”)

We
      (Shenzhen Branch of DBS Bank (Hong Kong) Co., Ltd., hereinafter referred to
      as
“Bank”) are pleased to inform your company that in accordance with the Letter of
      Credit Facilities and its Supplementary Arrangement (Ref. P/S2254/00005/06
      and
      P/S2254/00193/06A) which were issued by us on 6 March 2006 and 29 May 2006
      respectively and have been signed and accepted by your company (hereinafter
      collectively referred to as “Original Letter”), we hereby confirm that except
      for the following amendment and supplement, the terms and conditions of the
      Original Letter shall remain valid until further notice:

Supplements
      to the Original Letter:
 
            (1)
            The
                following clauses shall be added under item “Facilities” of the Original
                Letter:

            4.
            Negotiation
                of discrepancy documentary letter of credit (with recourse): USD
                125,000
                or other currency equivalent (exchanged at the rate determined by
                the
                Bank) (Non-Commitment Credit Limit)

Negotiation
      of the documentary letter of credit or draft (with recourse) which has been
      accepted by the Bank but with discrepancy. Notwithstanding anything stated
      in
      this Letter, the Bank is entitled to refuse to negotiate any documentary letter
      of credit or draft at the absolute discretion of the Bank.
 
Interest
      Rate
 
Standard
      draft interest rate as publicized by the Bank. Changeable at absolute discretion
      of the Bank.
 
            5.
            Fixed
                Term Loan: RMB 2,500.000 yuan (Non-Commitment Credit Limit)
                
Purpose:
      working capital

Payment
      of principal: 
 
The
      term
      of the loan is 2 years. The principal shall be paid in 24 installments each
      month, with the amount of the each installment as determined by the Bank (the
      last installment shall be equivalent to the remaining balance of unpaid
      principal and interest). 
 
Payment
      of Interest:
 
The
      interest is payable one month after the date of advance of the loan, and shall
      be paid at the same date for each following month. The abovementioned each
      month
      (including the first date but excluding the last date) shall be referred to
      as
      one interest period. The date of advance of the loan or the first date of each
      interest period shall be referred to as interest determination date. The
      interest rate for each interest period shall be 50% of the interest rate for
      the
      loans of similar nature publicized by People’s Bank of China which is applicable
      at the interest determination date.

            (2)
            The
                following clauses of (h) to (j) shall be added under item “Conditions
                Precedent” of the Original Letter:

            (h)
            The
                original of the Real Property Certificate (No. Shen Fang Di Zi 3000237275)
                of 0X, Xxxxxxxx 0, Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx Road which is
                owned
                by Hu Jiada and Peng Hengying shall be kept in the
                Bank;

            (i)
            The
                Letter of Undertakings (according to the template provided by the
                Bank)
                duly signed by Hu Jiada 

            (j)
            The
                Letter of Undertakings (according to the template provided by the
                Bank)
                duly signed by Hu Jiada and Peng
                Hengying.

            (3)
            The
                following clause of “Penalty Interest for
                Appropriation”

Penalty
      Interest for Appropriation: Without prejudice to other rights of the Bank under
      this Letter, in case that the Borrower uses the loan for purpose other than
      stated in this Letter, the Borrower is liable to pay the penalty interest at
      50%
      of the annual interest rate agreed in this Letter for the period from the date
      of appropriation to the date of repayment of the loan. The Borrower is also
      liable to pay the compound interest for any overdue penalty interest. In case
      that the penalty interest rate under this Letter is not applicable or should
      be
      adjusted due to adjustment by People’s Bank of China of the penalty interest
      rate, the Bank is entitled to adjust the penalty interest rate accordingly
      provided that the Bank shall inform the Borrower in advance.

2

Amendment
      to the Original Letter:
 
            (1)
            The
                item “Overdue Interest” of the Original Letter shall be amended as
                follows:

Overdue
      Interest: For loan in foreign currency, the Borrower is liable to pay the
      overdue interest for any amount unpaid on due date at the Bank’s then prevailing
      overdue interest rate for foreign currency, or is liable to pay over-limit
      interest rate for any amount exceeding the agreed credit limit at the Bank’s
      then prevailing over-limit interest rate for foreign currency. The overdue
      interest or over-limit interest may be compounded monthly or at such other
      intervals as determined by the Bank. In case of any overdue payment of the
      Borrower, the Bank is entitled to increase the interest rate on the entire
      amount outstanding in foreign currency under this Letter, without prejudice
      to
      other rights of the Bank.
 
For
      loan
      in RMB, the Borrower is liable to pay the overdue interest for any amount unpaid
      on due date at maximal overdue interest rate publicized and adjusted from time
      to time by People’s Bank of China (currently at 50% of the bank loan annual
      interest rate), or at 50% of the annual loan interest agreed in this Letter
      in
      the absence of the aforementioned overdue interest rate publicized by People’s
      Bank of China. The overdue interest may be compounded and is payable monthly.
      In
      case that the overdue interest rate under this Letter is not applicable or
      should be adjusted due to adjustment by People’s Bank of China of the overdue
      interest rate, the Bank is entitled to adjust the overdue interest rate
      accordingly.

            (2)
            The
                clause (e) under item “Undertakings” of the Original Letter shall be
                deleted. 

Review
      fee: RMB 25,000 yuan
Stamp
      Duty: to be born entirely by Borrower (including the part payable by the
      Bank)

The
      banking facilities stated in this Letter is the restatement, elaboration,
      amendment and/or supplement of the original banking facilities. This Letter
      shall supersede the previous letter of bank facilities issued by the Bank on
      16
      June 2006 with reference No. P/S2254/00193/06.

3

The
      terms
      and conditions of the Original Letter shall remain valid except for the
      amendment and supplement under this Letter.

Please
      signify your understanding and acceptance of this offer by signing and returning
      to us the duplicate copy of this Letter for the attention of Ms. Xxxxx Ji or
      Xx.
      Xxxx Xx.

We
      enclose a set of documents which should be completed and returned to us. If
      you
      have any queries, please contact Ms. Xxxxx Ji or Mr. Xxxx Xx at telephone number
      (000) 00000000 or 82691005.

We
      are
      pleased to be of your services.

Signed
      for and on behalf of 
DBS
      Bank
      (Hong Kong) Limited Shenzhen Branch
(Corporate
      Seal)
 
Signed
      and accepted by:
 
Shenzhen
      Ritar Power Co., Ltd.
(Corporate
      Seal) 
Authorized
      Representative: 

             By:
            /s/Jiada
              Hu
             
              Jiada
              Hu
             
The
      Guarantors agree to accept the terms of this Letter and agree with the
      abovementioned amendments and supplements. The Guaranty Agreement signed by
      the
      Guarantors on 25 November 2006 shall remain valid. The Guarantors hereby confirm
      that notwithstanding the Guaranty Agreement, the Guarantors agree with any
      assignment made by the Bank in accordance with item “Assignment” of this Letter
      provided that the Bank shall inform the Guarantors in advance in writing. Any
      reference to the Bank in the Guaranty Agreement shall include any successor
      or
      assignee to the Bank.

4

             Guarantor:
            /s/Jiada
              Hu
             
              Jiada
              Hu
             
             Guarantor:
            /s/Henying
              Peng
             
              Henying
              Peng 
             
5
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Reference No.: P/S2254/00344/06 Date: 22 November 2006 Shenzhen Ritar Power Co., Ltd. Building 9, Second Industrial Zone, Fuqiao, Qiaotou Village, Fuyong Town, Bao’an District, Shenzhen To whom it may concern: Supplement to Credit Facility Agreement:...

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