EXHIBIT 10.12





                           Memorandum of Understanding



This  memorandum  of  understanding  dated  March 15,  2004 is the result of the
meetings  held in  February  and March  2004  between  Geely in China and Global
Electric.  Both  English  and  Chinese  versions  of this  memorandum  are to be
considered upon agreement

Global  Electric had purchased  three models of scooters and  motorbikes and one
model of an All-Terrain Vehicle (ATV), totaling 10 vehicles with an intention of
purchasing 10 more units.

Global  Electric  will convert  these  vehicles  into  electric  versions.  Upon
successful conversion, Geely will manufacture these models as 'gliders', without
engine and exhaust for ease of conversion, at a pre-agreed price.

Geely will also work towards a comprehensive joint venture agreement in a format
agreed upon by both companies and details acceptable to both pasties.

/s/ Holly Roseberry                                  /s/ Carlos Zhu
-----------------------                     ---------------------------
Holly Roseberry                             Carlos Zhu
President                                   Vice General manager
Global Electric                             Shanghai Geely Metop International
                                            Trade Co., Ltd.