Bill Discount Service Agreement (Commercial Acceptance Bill Discount) (English Translation)

Exhibit
      10.2
 
Xxxx
      Discount Service Agreement 
(Commercial
      Acceptance Xxxx Discount) 
(English
      Translation) 

This
      agreement (this “Agreement”) is entered into by and between: 

SHENZHEN
      RITAR POWER CO., LTD.
      (the
“Company”) 

Address:
      No.9 Building of Fuqiao Second Industry Zone, Qiaotou village, Fuyong town,
      Bao’an Area, Shenzhen, China

CITIBANK
      (CHINA) CO., LTD., SHENZHEN BRANCH
      (the
“Discount Bank”)

Address:
      0/X Xxxxx Xxxxxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx, Xxxxx, 000000

Whereas
      the Company, for and on behalf of its suppliers (each, a “Discount Applicant”),
      desires to apply for discount from the Discount Bank with recourse, the parties
      hereby enter into this Agreement in accordance with the relevant laws and
      regulations of the People’s Republic of China (the “PRC”).

Article
      1 Discount

          1.1  
          Xxxx
              means the commercial acceptance xxxx in RMB accepted by the Company
              and
              the Discount Applicant as a payee.

          1.2  
          Accepted
              Discount Applicant means such an enterprise, registered with the Discount
              Bank and is entitled to operate RMB business in the Discount Bank.
              All
              such enterprises shall be listed in Appendix 1 of this
              Agreement.

          1.3  
          Business
              Day means any day on which a bank carries out its business within China
              (exclude a legal holiday) for the purpose of this Agreement
              .

          1.4  
          Discount
              Rate may be adjusted from time to time by the Discount Bank in accordance
              with the discount amount, discount period and the circumstance of the
              market. The current Discount Rate is 5.7285% per annum.
              
          1.5  
          Discount
              Interest means an interest calculated on the basis of a valid Discount
              Rate within the discount period.

          1.6  
          Discount
              Amount means the difference between the face amount of the Xxxx and
              the
              Discount Interest.

          1.7  
          Service
              Charge means the charge collected by the Discount
              Bank.

1

          1.8  
          For
              each xxxx submitted for discount the face amount of which shall be
              no less
              than RMB 200,000. Otherwise the Discount Bank is entitled to collect
              the
              Service Charge on each of the Xxxx as
              such.

          1.9  
          Maturity
              Date of Discount: as for each of the xxxx discounted in accordance
              with
              this Agreement, if the acceptor and the Discount Bank were located
              in the
              same city, the Maturity Date of Discount shall be the same day as the
              expiration date of the Xxxx (if the expiration date falls on a legal
              holiday, the next business day shall be the Maturity Date), If the
              acceptor and the Discount Bank are not located in the same city, the
              Maturity Date shall be the third calendar day after the expiration
              date of
              the Xxxx (if the third calendar day falls on a legal holiday, the next
              business day shall be the Maturity Date).

          1.10  
          Discount
              Period: for any Xxxx discounted under this Agreement, the Discount
              Period
              commences on the date on which the Discount Bank pays the Discount
              Amount
              and ends on the Maturity Date of the Xxxx discounted. In no event shall
              the Discount Period be less than one month. Otherwise, the Discount
              Bank
              is entitled to collect the Service Charge on each
              Xxxx.

Article
      2 Discount Application
 
          2.1  
          To
              apply for the discount, the Company shall provide the Discount Bank
              following documents: (1) the original Xxxx duly endorsed by the Discount
              Applicant; (2) the original application form duly signed by the Discount
              Applicant, with the Company’s financial seal and the seal of its
              authorized representative affixed; (3) a copy of the invoice bearing
              the
              seal for invoice use only between the Discount Applicant and its direct
              prior party/parties (the amount of the invoice shall be no less than
              the
              amount of the Xxxx); (4) the sales contract reached between the Discount
              Applicant and the Company or the copy of the shipping documents of
              the
              goods; (5) other documents as may be required by the Discount Bank
              (documents referred in (1) to (5) above, collectively, “Discount
              Application Documents”).

          2.2  
          In
              any event that the Discount Bank accepts the application, the Discount
              Bank shall, within one business day after receiving the application
              (the
              receiving day ends on 12:00 p.m., Beijing time of any Business Day),
              wire
              the Discount Amount to the RMB bank account specified by the Discount
              Applicant in the application form set forth in Section
              2.1.

          2.3  
          The
              Discount Bank shall, in no event, be under an obligation to provide
              such a
              discount.

Article
      3 Liability of Payment 

          3.1  
          Without
              impairing the Discount Bank’s right over the Xxxx, the Company shall have
              the additional, absolute obligation to pay the amount (face amount)
              under
              the Xxxx. The Company hereby agrees irrevocably and unconditionally
              that
              the Discount Bank is entitled to deduct the face amount directly from
              the
              RMB bank account opened with the Discount Bank by the Company and notify
              the Company such deduction.

2

          3.2  
          The
              Discount Bank shall have the right to deduct an amount equivalent to
              the
              face amount of the Xxxx plus the interests accrued of overdue payment
              (if
              any) directly from the RMB bank account opened by the Company with
              the
              Discount Bank without further authorization of the Company, in the
              event
              that the Discount Bank finds that the application documents or any
              of the
              trade or transaction mentioned therein is illusive, fraudulent and/or
              are
              not in conformity with the laws and/or regulations of the PRC. The
              rights
              of the Discount Bank under this Agreement shall not terminate due to
              the
              termination of this Agreement. 

Article
      4 Conditions Precedent to Submission of Application
      Documents

          4.1  
          The
              Company may submit the application documents to the Discount Bank only
              when the following conditions are satisfied, unless the Discount Bank
              agreed otherwise in writing:

          (1)  
          In
              case a loan agreement is entered into by and between the Company and
              the
              Discount Bank, the Company shall have been granted a certain amount
              of
              line of credit by the Discount Bank. In no event shall the available
              line
              of credit be less than the face amount of the
              Xxxx;

          (2)  
          The
              Company shall open and maintain a RMB bank account with the Discount
              Bank;

          (3)  
          Any
              Xxxx under this Agreement shall designate the Discount Bank as the
              payor;

          (4)  
          The
              applicant for discount shall be such an accepted applicant defined
              in
              Section 1.2 of this Agreement;

          (5)  
          A
              certified photocopy of the business license of the Accepted Discount
              Applicant bearing the seal of the Company has been submitted to the
              Discount Bank; and 

          (6)  
          the
              Company has never violated this Agreement and any other financing
              agreements between the Company and the Discount Bank, if
              exist.

Article
      5 Representations and Warranties 

The
      Company hereby makes the following representations and warranties to the
      Discount Bank: 
 
          (1)  
          Each
              of the Company and the Accepted Discount Applicant is duly incorporated
              as
              an independent legal person under the laws and regulations of the PRC.
              The
              Company, together with such Accepted Discount Applicant have full capacity
              for civil rights and conduct and assume civil obligation independently.
              The Company and the Accepted Discount Applicant has the requisite
              corporate power and authority to enter into and to consummate the
              transactions contemplated by this Agreement and otherwise to carry
              out its
              obligations thereunder. 

3

          (2)  
          The
              execution of this Agreement by the Company and the consummation by
              it of
              the transactions contemplated thereby have been duly authorized by
              all
              necessary action on the part of the Company and thus will constitute
              the
              valid and binding obligation of the Company enforceable against the
              Company.

          (3)  
          The
              provisions of this Agreement are binding on the Company and reflect
              the
              real intention of the Company.

The
      representations and warranties above shall survive the execution of this
      Agreement. 
 
Article
      6 Other Agreements

          6.1  
          The
              Company hereby confirms that accounting documents regarding the Discount
              Amount and the Discount Rate issued in accordance with regulations
              of the
              Discount Bank’s business operation shall be final evidence of such amount
              (except as obvious errors found).

          6.2  
          The
              Company shall affirm that the discount application is completed, signed
              by
              the Discount Applicant and the Discount Applicant confirms that statements
              within the application are true and correct.

Article
      7 Compensation

As
      an
      independent covenant, the Company hereby agrees to compensate the Discount
      Bank
      because (1) the Company does not perform any obligation under this Agreement;
      and (2) the Discount Applicant’s violation of relevant laws and regulations
      incurred any costs, expenses, claims, losses, damages and/or
      liabilities.

Article
      8 Assignment 

          8.1  
          The
              Discount Bank may at any time assign this Agreement or any of its rights
              or obligations hereunder to any third party (entity or person), provided
              that the Discount Bank provides a written notice to the Company. The
              Company further agrees that such notice may be issued in any written
              form
              at the discretion of the Discount Bank. No prior approval or consent
              of
              the Company is required for the assignment. Notwithstanding the
              assignment, the Company agrees to be bound under this Agreement. The
              Company may not assign any or all of its rights or obligations under
              this
              Agreement to any entity or person without the prior written consent
              of the
              Discount Bank. 

Article
      9 Amendment

In
      case
      either party intends to amend any provision of this Agreement, it shall notify
      the other party immediately. No provision of this Agreement may be amended
      except in a written instrument signed by both parties. 
 
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Article
      10 Governing Law and Jurisdiction

          10.1  
          This
              Agreement shall be governed by the laws and regulations of the PRC
              and
              shall be interpreted/construed thereby;

          10.2  
          Any
              disputes arise from this Agreement or in connection with this Agreement
              shall be under the jurisdiction of the court where the Discount Bank
              is
              located.

Article
      11 Effectiveness

This
      Agreement shall come into effect as it is executed by the respective authorized
      representatives of each party.

            Discount
                Bank: 
 
Citibank
                (China) Co., Ltd., Shenzhen Branch
 
By:
                /s/
                Xxxxxxx
                Xxxxx                        
                
(Representative
                of Bank) 
 
Date:
                August 1, 2007

            Company:
                
Shenzhen
                Ritar Power Co., Ltd. 
 
By:
                /s/
                Jiada
                Hu                            
                
(Representative
                of Client) 
 
Date:
                August 1, 2007

Witnessed/Verified
      by: /s/Xxxx
      Xxxx
      (Manager)              
 
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Bill Discount Service Agreement (Commercial Acceptance Bill Discount) (English Translation)

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