Unassociated Document


    EXHIBIT 10.1

     

    

      


      


      Cooperative
Contract on Coke-oven Gas Power Generation

       

      Project
of Xi’an TCH Energy Technology Co., Ltd. and

       

      Shenmu
County Jiujiang Trading Co., Ltd.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      2009


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      Cooperative
Contract on Coke-oven Gas Power Generation Project

      


      Party A:
Xi’an TCH Energy Technology Co., Ltd. (hereinafter referred to as Party
A)

      Address:
No. 86, Gaoxin Road, Hi-tech Zone, Xi’an, Shaanxi Province

      Legal
Representative: Ku Guohua

      


      Party B:
Shenmu County Jiujiang Trading Co., Ltd. (hereinafter referred to as Party
B)

      Address:
Shagoumao Village, Xigou Office, Shenmu County

      Legal
Representative: Hao Ziwei

      


      Through
friendly negotiation, based on the principle of equality and
voluntariness, both Party A and Party B conclude the following clauses on the
relevant cooperation matters that Party A invests
and constructs auxiliary coke-oven gas power generation device to
the coke-oven plant of Shenmu County Jiujiang Trading Co., Ltd. which
is wholly owned and controlled by Party B.

      


      Article
1: Definition of investment construction

      1. By
mutual consent, Party A shall invest, construct
and manage the tail gas power generation project for the
coke-oven plant of Party B ( hereinafter referred to as “power generation
project”) and supply energy saving and emissions reduction service for Party
B.

      


      2. The
“power generation project” belongs to Party A, Party A shall be
responsible for the design, equipment selection, equipment procurement
and manufacture, construction work, project installment
and test/adjustment, formal synchronization power generation of the
whole project and the project management, maintenance, operation
and safety after put into production, and Party B
shall provide active cooperation.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Article
2: Party A's term

      1. The
term of Party A supplying energy saving service to Party B is 10 years
from the date of signing this contract and the power generation
project is formally built and put into operation.

      


      Article
3: Rights, obligations and guarantee of the both parties

      1. Party
B shall guarantee the coke-oven plant is its wholly owned holding
company, and the coke-oven plant is established legally
and a China enterprise legal person that continues to exist effectively and
can operate and produce normally.

      2. Party
B guarantees to urge coke-oven plant to sign written gas supply
agreement with Party A with a term not less than 10 years.

      3. Party
B shall be responsible for all the procedures including project
proposal, review and approval, and environment evaluation etc. for the
project construction which are required by state laws and regulations and bear
the expense. Party B shall be responsible
for synchronization power generation procedure of “power generation
project”, which should be done after the signing date of this contract and
before the date of power generation project is formally built and put into
operation.

      4. Party
A promises that the construction of the “power generation
project” shall be finished within 90 days after this agreement becomes
effective and both parties confirm the commencement condition for the
project is available. However, if  the project cannot proceed
successfully due to Party B's reason (including, but not limited to
its activities that affect
normal construction, installation, test/adjustment or safety work
etc.), Party A's construction period shall be extended
accordingly and Party B shall compensate relevant losses caused
to Party A hereof.  If the project cannot proceed successfully due
to Party A's reason (including, but not limited to
its activities affect
normal construction, installation, testing or safety work
etc.), Party A shall compensate relevant losses caused
to Party B hereof.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5. Party
A shall be responsible for the design, equipment
order, construction, installation and test/adjustment of the
“power generation project”, etc. Party B shall be responsible for
completing the connection of utilities and level the ground of the land before
the commencement of construction of the project, and
provide necessary utility facilities to the project.

      6. Party
B shall provide a lien with sufficient value as its guarantee for
this cooperative “power generation project” and sign a Lien Agreement with Party A
within 10 working days after signing this contract. Party B
shall complete the lien/mortgage registration process within
15 working days after signing this contract. The Lien Agreement shall take
effect along with this contract on “the effective day”.

      7. Party
B shall urge its top five individual shareholders to
assume an unlimited joint liability guarantee for Party B
for the implementation of this contract and urge the individual
shareholders to sign Unlimited and Joint Liability Guarantee Agreement with Party A
within 15 working days after signing this contract. The Unlimited and Joint Liability Guarantee Agreement shall become
effective along with this contract on “the effective day”.

      8. Party
B shall have a third party that is approved by Party A to provide
joint liability guarantee and sign Joint Liability Guarantee Agreement with Party A
within 15 working days after signing this contract. Joint Liability Guarantee Agreement shall take effect
along with this contract on “the effective day”.

      9. Party
B shall be responsible for all the relevant procedures
for construction and operation of “power generation
project”, including, but not limited to the procedures, such as project
proposal, review and approval, and synchronization etc., Party B
shall complete the above relevant procedures within 90 days from the
date of signing this contract.

      10. Party
B shall guarantee that the normal supply time of coke-oven gas shall
be no less than 7200 hours a year.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      11. Party
B shall guarantee to cooperate with Party A for its due
diligence work, provide materials required by Party A in order to
do the due diligence work, and guarantee the provided materials to be
true and reliable without any false, error or omission.

      


      Article
4: Consumption raw material and expense of “power generation
project”

      1. During
the construction process of “power generation project”, Party B shall
be responsible for introducing electric power to the construction
site at 1 meter away from the site line, and Party B
shall supply the electricity for construction free of charge.

      2. Party
A shall pay RMB 50,000 Yuan/year to Party B at the beginning of year
for renting the land of “power generation project”.

      3. Party
B shall guarantee to supply the power generation project with the amount of
coke-oven gas needed to support 7200 hours power generation annually. When
the above condition is satisfied, Party A’s energy saving service
charge standard is:

      1.
Provided that the on-grid price is regulated at RMB 0.31 Yuan per kilowatt hour,
..

      Party B
shall be refunded for RMB 0.01 Yuan per kilowatt hour from the energy saving
service fee charged by Party A

      2.
Provided that the on-grid price is regulated at RMB 0.315 per kilowatt
hour,

      Party B
shall be refunded for RMB 0.015 Yuan per kilowatt hour from the energy saving
service fee charged by Party A.

      3.
Provided that the on-grid price is regulated at RMB 0.38 per kilowatt
hour,

      Party B
shall be refunded for 50% of the premium part plus RMB 0.01 Yuan per kilowatt
hour from the energy saving service fee charged by Party A.

      


      If Party
B breaches the contract and fails to supply sufficient gas
required, Party A should deduct the part that should be distributed
to Party B from the energy saving service charge standard
calculation for that year as a compensation.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Party B
shall supply necessary and effective assistance during the
construction process of “power generation project”.

      


      Article
5: The ownership and intellectual property of “power generation
project”

      1.
The ownership of “power generation project” belongs to Party
A.

      2.
The intellectual property related to the “power generation
project” belongs to Party A, Party B shall not disclose
the intellectual property to any third party without Party A's
approval.

      


      Article
6: CDM profit

      Both
Party A and Party B shall cooperate to apply for CDM together, the earned profit
after deducting the necessary expenses such as commission etc. shall be shared
by the both parties 50% each.

      


      Article
7: Liability for breach of contract

      1. Unless
agreed by both parties in writing otherwise, neither party shall modify or
terminate the contract during the term of this contract without the written
consent of the other party.  Either party who breaches this contract
shall compensate the losses caused to the other party.

      2. If any
situation occurs to Party A or Party B that affects its ability of continue
operation, including but not limited to bankruptcy, cease operation, merger,
transfer and spin-off etc, such party shall notify the other party within 5
working days and provide relevant certification/proof documents.  If
this contract can not be performed due to above situation, the party that
suffers losses shall be entitled to compensate for the losses from the other
party.

      3.
If Party B breaches its guarantee obligation under article 3 of
this contract or any other obligations, Party A has the right to give certain
extension.  If Party B still cannot correct or take
relevant measures to cure its breach during such extension
period, Party A shall have the right to terminate the contract
and Party B shall compensate all the losses caused to Party
A, including , but not limited to the whole expense that Party A paid
for investing and constructing power generation
project.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      4. Party
B shall have the right to terminate this contract if Party A breaches its
guarantee obligation in article 3 of this contract.

      


      Article
8: Force majeure

      If the
“power generation project” cannot be constructed or completed on schedule or
supply power normally due to force majeure (force majeure scope as defined by
the law) under this contract, Party A and Party B shall be exempted from
liability partially or wholly that caused by force majeure based upon the
facts.  Each party shall notify the other party if it fails to perform
this contract due to force majeure, and it shall provide certification/proof of
force majeure within 15 days, and it should try to retrieve/control loss with
reasonable effort.

      


      Article
9: Settlement of disputes

      All of
dispute arising from this contract shall be settled by Party A and Party B
through friendly negotiation. In case no settlement can be reached, either party
may bring it to the people’s court where plaintiff is located for
judgments.

      


      Article
10: Contract, appendix and miscellaneous

      1. This
contract shall be established upon signed and sealed by both Party A and Party
B.

      2. This
contract shall take effect on the effective day, which is the last day when
Party A has completed its due diligence for its internal risk control
procedures, and Party B has completed the relevant procedures of synchronization
and the relevant parties have signed Unlimited and Joint Liability Guarantee Agreement, Joint Liability Guarantee Agreement and Lien Agreement.

      3. Lien Agreement, Unlimited and Joint
Liability
Guarantee Agreement,
Joint Liability
Guarantee Agreement
and Technical Appendix
of this Contract are an integral part of this contract and have the same
effect of this contract.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4. If
this contract has to be terminated, Party A and Party B shall discuss and
consult with each other to reach an agreement to determine the relevant
conditions and terms of termination in writing.

      5. Place
of signing this contract: Xi’an City

      6.
Through negotiation, Party A and Party B may reach a Supplement Contract for other
matters not covered by this contract, and Supplement Contract shall
have the same legal effect to this contract. If there is any conflicts between
this contract and the supplement contract,  the supplement
contract prevails.

      7. This
contract has four original copies, and both Party A and Party B shall keep two
copies that all have the same legal effect.

      


      Party A:
Xi’an TCH Energy Technology Co., Ltd. (seal)

      Authorized
agent: Zhou *

      May 14,
2009

      


      Party B:
Shenmu County Jiujiang Trading Co., Ltd. (seal)

      Authorized
agent: He *

      May 14,
2009