Unassociated Document


    Manufacture
Factory Purchase and Sale Contract

    


    Item No.:
SK2010-003

    Contract
No.: SK2010CF-001

    


    Seller
(Party
A):                  Guangdong
Dongguan Yong Xu Paper Co., Ltd.

    


    Buyer
(Party
B):                  Suo
Ke (Tongchuan) Clean Energy Co. Ltd.

    


    In
accordance with relevant provisions in the Contract Law of People’s Republic of
China, both parties hereto, observing the principle of voluntariness, equality
and good faith, through consultation and consensus with regard to Party B’s
purchase of a manufacture factory (the “Premises”) from Party A, reach the
agreement as follows:

    


    
      	
              I.

            	
              General
      Information about Premises:

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      Premises Party B purchases from Party A is located in Liuyongwei
      Industrial Area of Wanjiang District in Dongguan City, Guangdong
      Province;

            


    

    
      	
               
      

            	
              2.

            	
              Involved
      Items of the Premises: land, factories, warehouses, as well as
      infrastructures for water, electricity and
  alike.

            


    

    


    
      	
              II.

            	
              Items
      under Agreement:

            


    

    


    
      	
               
      

            	
              1.

            	
              Party
      A shall complete infrastructure constructions prior to October 25, 2010,
      in accordance with the basic blueprints of manufacturing facilities
      provided by Party B.

            


    

    
      	
               
      

            	
              2.

            	
              Party
      A shall improve and perfect the supporting projects related to water and
      electricity in accordance to the technical standards required by Party
      B.

            


    

    


    
      	
              III.

            	
              Total
      Price of the Premises:

            


    

    


    The total
price of the Premises is RBM Thirty Seven Million and Two
Hundred Thousand (¥37,200,000
yuan).

    


    Including:

    1. Land: ¥24,000,000 yuan
(approximately 30 mu, subject to Land Certificate);

    2. Factories and supporting facilities:
¥13,200,000
yuan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              IV.

            	
              Payment
      Method and Time:

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      total price of the Premises will be paid in twice. Within 15 days after
      the date of this contract, Party B shall pay Party A 10% of the total
      price stipulated herein, namely RMB Three Million Seventy
      Hundred and Twenty Thousand (¥3,720,000
      yuan), as the deposit.

            


    

    


    (1) As
required by Party B, Party A shall hand the Premises over to Party B prior to
October 31, 2010. Upon the receipt of the handover, Party B shall pay to Party A
60% of the total price herein, namely RMB Twenty Four Million One
hundred and Eighty Thousand (¥ 24,180,000
yuan).

    


    (2) For
the remaining 25% of the total price hereunder, namely RMB Nine Million and Three
Hundred Thousand (¥9,300,000 yuan),
shall be paid off in one lump sum within 7 days after Party A has completed the
transaction procedures (subject to the Property Ownership Certificate verified
and issued by the Property Transaction Center). Party A shall be responsible for
all the costs incurred in the procedures of the property
transaction.

    


    
      	
               
      

            	
              2.

            	
              The
      amounts above shall be paid through bank account transfer. Any overdue
      payment will result in a surcharge as twice of bank interest. If Party B
      fails to make a payment for more than three months,  Party A is
      entitled to terminate the contract, and to receive a default penalty equal
      to 10% of the total transaction price hereunder on Party B’s
      part.  If Party A fails to transfer the Land Certificate and
      Property Certificate to Party B on schedule,  or leaves the land
      and property to a thrid party as pledge, this contract will become
      invalid. In such an event, Party A shall unconditionally return the
      purchase payments in full to Party B, in addition to a default penalty
      equal to 10% of the total transaction
price.

            


    

    


    
      	
              V.

            	
              Other
      Provisions

            


    

    


    
      	
               
      

            	
              1.

            	
              On
      the date of handover, both parties are required to join the construction
      and supervison units for the examination and approval of the Premises. The
      procedure of the handover shall be jointly handled by two or more
      representatives.

            


    

    


    
      	
               
      

            	
              2.

            	
              Up
      to the handover, Party A is solely liable for all of its dets and
      disputes.

            


    

    


    
      	
               
      

            	
              3.

            	
              Upon
      the completion of the sale of the Premises, Party B is entitled to manage
      and use the Premises, in which Party A has no right
    interfere.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      warranty of the Premises will be valid winthin one year after its
      handover.

            


    

    


    
      
        	
                VI.

              	
                Other
      matters not covered herein may be stipulated in supplemental agreements
      between both parties. Any supplemental agreement shall have the same legal
      validity as this
contract.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              VII.

            	
              This
      contract becomes effective upon the signatures/seals of both
      parties.  This contract is executed in quadruplicate, with two
      to each party and all of them have the same legal
  validity.

            


    

     

    
      	
              Party
      A (seal):

            	
              Guangdong
      Dongguan Yong Xu Paper Co., Ltd (seal print
  present)

            


    

     

    
      	
              Address:

            	
              Liuyong
      Industrial Area, Wanjiang District in Dongguan City, Guangdong
      Province

            


    

     

    
      	
              Legal
      Representative (or the Entrustee):

            	
              /s/
      LEI Guangyou

            


    

     

    
      	
              Date:

            	
              August
      24, 2010

            


    

     

    
      	
              Party
      B (seal):

            	
              Suoke
      (Tongchuan) Clean Energy Co., Ltd. (seal print
  present)

            


    

     

    
      	
              Address:

            	
              Wangzuo
      International City, Building D, Rm. 1502, Tangyan Road,  High
      and New Technology District, Xi’an
City.

            


    

     

    
      	
              Legal
      Representative (or the Entrustee):

            	
              /s/
      REN Baowen

            


    

     

    
      	
              Date:

            	
              August
      24, 2010