STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

AGREEMENT made this 18 day of December 2008 between Beyond E-Tech, Inc., a Texas corporation with offices at 2401 Fountain View Drive, Suite 622, Houston, TX 77057 (“BET”) and Advanced Battery Technologies, Inc., a Delaware corporation with offices at 21 West 39 ^th Street, Suite 2A, New York, NY 10018 (“ABAT”).

WHEREAS , BET is engaged in the business of distributing cell phones that are designed and manufactured to its specifications; and

WHEREAS , ABAT, through its subsidiary, Heilongjiang ZhongQiang Power-Tech Co., Ltd. (“ZQPT”), is engaged in the business of designing, manufacturing and distributing rechargeable lithium-ion batteries, including batteries that are appropriate for use in cell phones; and

WHEREAS , the parties wish to initiate a formal relationship between themselves by an investment of funds into BET by ABAT, on the terms and conditions set forth herein.

NOW, THEREFORE, it is agreed:

a.           BET hereby agrees that, during any period of time when ABAT is a shareholder of BET, BET will:

b.           ABAT agrees that it will sell and deliver batteries to BET’s suppliers on commercially reasonable terms, similar to those it affords to customers purchasing similar quantities of similar batteries.  ABAT also agrees that it will apply to BET’s suppliers credit terms that it deems appropriate after applying its standard assessment of customer credit-worthiness.  In the event that ABAT reasonably determines that a BET supplier is not creditworthy, then BET shall either engage an alternate supplier or guarantee payment for the rejected supplier’s order.

3.             BET Representations and Warranties .   BET hereby represents and warrants to ABAT that:

a.            Organization, Qualification and Authority .  BET is an entity duly incorporated and in good standing under the laws of the State of Texas, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  The execution and delivery of this agreement and the performance by BET of the transactions contemplated by this agreement have been duly authorized by all necessary corporate or similar action on the part of BET.

b.            Management .  The Board of Directors of BET consists of Li Sheng Zhang, Melinda Huang and James Yu.  The executive officers of BET consist of:

President:                      Li Sheng Zhang

Treasurer:                                Melinda Huang

Secretary:                                James Yu

c.            Capitalization .  The authorized capital stock of BET consists of 2,000 shares of common stock, $.01 par value.  There are 1,020 shares of common stock outstanding, all of which are owned by Li Sheng Zhang.  The “Initial Capitalization” of $1,000 specified in the Articles of Incorporation of BET has been paid in cash to BET.  There are no outstanding options, warrants, subscription rights or commitments of any character whatsoever giving any person any right to acquire any shares of BET common stock or common stock equivalents.

d.            Vendors .  BET has entered into written agreements with Flying Technology Development Co., Ltd. and Lenovo China (the “Vendors”), pursuant to which products are sold and delivered to BET.  BET’s agreements with the Vendors remain in full force and effect on this date.  Neither party to any of such agreements has committed any breach of the agreement that has not been cured as of the date of this agreement.

e.            Financial Condition .  As of the date of this agreement:

In each of the foregoing representations, the reference to “book value” means a calculation of value determined in accordance with accounting principles generally accepted in the United States.

f.            Assets .  BET has good and marketable title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is material to BET’s business, in each case free and clear of all liens, except for (i) liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by BET and (ii) liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.

g.            Legal Proceedings .  There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to BET’s knowledge, threatened against or affecting BET or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

h.            Intellectual Property .  BET has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or material for use in connection with its businesses (collectively, the “Intellectual Property Rights”).  BET has not received a notice (written or otherwise) that any of the Intellectual Property Rights used by BET violates or infringes upon the rights of any person.  To BET’s knowledge, all such Intellectual Property Rights a