PROMISSORY NOTE
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$10,000,000.00
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July 31, 2009
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This Promissory Note (“ Note
”) is being issued by LUCKCHARM HOLDINGS LIMITED, a
Hong Kong company having an office at Flat/Room 703, Nan Dao Comm.
Building, 359-361 Queen’s Road Central, Hong Kong (the
“ Company ”), to NORDIC TURBINES, INC. ,
a Nevada corporation having an office at 1694 Falmouth Road #150,
Centerville, Massachusetts USA 02632-2933 (the “
Holder ”), in connection with those certain Amended
and Restated Agreement and Amended and Restated Binding Letter of
Intent, each dated as of July 31, 2009 (the “
Transaction Agreements ”), by and among the Company,
Wuhan Guoce Nordic New Energy Co., Ltd., a People’s Republic
of China company (“ GC Nordic ”), NewMargin
Growth Fund L.P., Ceyuan Ventures Fund II, L.P., Ceyuan Ventures
Advisors Fund II, LLC and Holder.
For value received, the Company and the Holder
agree that (i) upon consummation of the reverse merger as set forth
under the Transaction Agreements, the principal sum of USD Ten
Million Dollars ($10,000,000.00) owed hereunder (the “
Debt ”) shall be forgiven by the Holder and
this
