Contract No.:_30121000029_______


 


Working Capital Loan 

Contract


 


Important Notice: This Contract is entered
into by the Parties in accordance with laws based on equality and free will, and the terms and conditions of this Contract fully
reflect the genuine intention of the Parties hereto. In order to protect legal rights and interests of the Borrower, the Lender
hereby draws the Borrower's special attention to the terms and conditions of this Contract in relation to each Party's rights and
obligations, in particular those in bold.


 



    	 



    	 



    

 


Lender:                              Industrial
and Commercial Bank of China Limited, ____Shanghai Zhangjiang Branch____________


 


	Person in Charge: Jiang Qiqing	Contact Person: Yu Yiren


 


	Address: No.639 Zhangjiang Road, Shanghai	Post Code:     201210


 


	Telephone: 50797515	Fax: 50797551	Email:	yuyiren-zj@sh.icbc.com.cn


 


Borrower:                              CER
Energy Recovery (Shanghai)., Ltd


 


	Legal Representative: Wu Qinghuan	Contact Person: Simon Dong


 


	Address:Building#26,No.1388 Zhangdong Road, Shanghai	Post Code: 201210


 


	Telephone:	20281866	Email:	simondong@cerenergy.com


 


Upon equal negotiations and mutual agreement,
the Lender and the Borrower enter into this Contract in relation to the provision of relevant loan by the Lender to the Borrower.


 


Part I        Loan
Conditions


 


		Article 1	Purpose of Loan



 


The loan hereunder shall be used for the
following purposes. Without written consent of the Lender, the Borrower may not use the loan for any purpose other than those listed
below. The Lender may supervise the use of the proceeds of the loan.


 


Purpose: 
_____ facilities purchase__________________


 


		Article 2	Amount and Term of Loan



 


		2.1	The currency and amount of the loan hereunder shall be ____________RMB__1380000__________________
(one million three hundred eighty thousands_____) (if there is any inconsistency between the amount in figures and the amount in
words, the amount in words shall prevail.)



 


		2.2	The term of the loan hereunder shall be determined in accordance with Item _(2)__ below:



 


		(1)	The term of the loan hereunder shall be ______/_______ commencing from the actual drawdown date
(or if there are more than one drawdown, the first drawdown date) as stated on the receipt of loan.



 


		(2)	The term of the loan hereunder shall be _____6 months__________ commencing from ____2012.1.11___________
to ____2012.7.10___________ (the actual drawdown date shall be the corresponding date as stated on the receipt of loan).



 


		Article 3	Interest Rate, Interest and Fees



 


		3.1	[Determination of Interest Rate for RMB Loans]



 


Interest rate for RMB loans shall
be determined in accordance with Item _(2)__ below:


 


		(1)	Fixed interest rate at __/__% per annum, which shall remain unchanged within the term of this Contract.



 



    	 



    	 



    

 


		(2)	Floating interest rate. The loan interest rate shall be the benchmark interest rate plus the floating
margin, where the benchmark interest rate shall be the benchmark lending interest rate as published by the People's Bank of China
on  /_ (drawdown date/effective date of this Contract) corresponding to the term of loan as stated in Article 2.2, and the
floating margin shall be floating up _5__% (floating up/floating down/zero). The floating margin shall remain unchanged
within the term of this Contract. After the drawdown, the loan interest rate will be adjusted every __6___ (1/3/6/12) month(s)
(Interest Period) and the loan interest for each Interest Period shall be calculated according to the loan interest rate
as adjusted and applicable to such Interest Period. The loan interest rate applicable to each Interest Period subsequent to the
initial period shall be determined on the same numerical date in the month of such adjustment as the drawdown date. If there is
no same numerical date in the month of adjustment as the drawdown date, the loan interest rate for such Interest Period shall be
determined on the last day of such month of adjustment. If the Borrower makes more than one drawdown, the loan interest rate shall
be determined in accordance with Item ___/__ below:



 


		A.	regardless of the number of drawdown made in an Interest Period, the loan interest rate for each
of such drawdown shall be the loan interest rate applicable to such Interest Period as determined on the interest rate determination
date of such Interest Period and will be adjusted simultaneously in each of the following Interest Periods; or



 


		B.	the loan interest rate for each drawdown shall be determined and adjusted separately.



 


		(3)	Others: _________________/_______________________________.



 


		3.2	[Determination of Interest Rate for Foreign Currency Loans]



 


Interest rate for foreign currency
loans shall be determined in accordance with Item __/__ below:


 


		(1)	Fixed interest rate at __/__% per annum, which shall remain unchanged within the term of this Contract.



 


		(2)	Floating interest rate. The loan interest rate shall be /____-month ________/______ (LIBOR/HIBOR)
(the benchmark interest rate) plus a margin equal to ___/__ base point(s) (a base point is equal to 0.01%). The margin shall remain
unchanged within the term of this Contract. If the Borrower makes more than one drawdown, the loan interest rate for each drawdown
shall be calculated separately. After the Borrower makes drawdown, the benchmark interest rate will be adjusted in accordance with
Item __/__ below, and the loan interest for each interest period shall be calculated according to the loan interest rate as adjusted
and applicable to such interest period:



 


		A.	the benchmark interest rate will be adjusted in each interest period as applicable to such benchmark
interest rate. The benchmark interest rate applicable to each interest period subsequent to the initial period shall be determined
on the same numerical date in the month of such adjustment as the drawdown date. If there is no same numerical date in the month
of adjustment as the drawdown date, the benchmark interest rate for such period shall be determined on the last day of such month
of adjustment; or



 


		B.	the benchmark interest rate for each interest period shall be adjusted on the first day of such
interest period.



 


		(3)	Others: _________________/_______________________________.



 



    	 



    	 



    

 


		3.3	The loan interest hereunder shall accrue from the actual drawdown date on a daily basis, and be
settled every ______month_________ (month/quarter/half year). Upon maturity of the loan, all outstanding interest shall be paid
together with the principal. The daily interest rate shall be applicable annual interest rate/360.



 


		3.4	Penalty interest will be imposed in addition to the loan interest rate hereunder at _30__% on any
overdue amount (overdue penalty interest rate), or at _50__% on any amount that is used for any purpose other than those set out
hereunder (misappropriation penalty interest rate).



 


		Article 4	Drawdown



 


The Borrower shall make drawdown according
to its actual need for fund. The first drawdown shall be made before ___2012.7.10_____________, and the last drawdown shall be
made before ___2012.7.10________________. If the Borrower fails to make drawdown as required above, the Lender may cancel all or
part of the loan. (This article is not applicable to revolving loan.)


 


		Article 5	Repayment



 


		5.1	The Borrower shall repay the loans hereunder in accordance with Item _(1)__ below:



 


		(1)	the Borrower shall fully repay the loan in one lump sum upon its maturity.



 


		(2)	the Borrower shall repay the loan in installments according to the following schedule (if there
is not enough space below, please state the repayment schedule on a separate page):



 


	Time of repayment	
        Amount of repayment (in

        RMB10,000)

	/	/
	 	 
	 	 


 


		5.2	If the loan hereunder falls in any of the following events, the Borrower shall immediately repay
the loan upon receipt of relevant fund, without any compensation to be paid by the Borrower for prepayment caused thereby:



 


____________________________/_____________________


 


____________________________/_____________________


 


		5.3	Except for the event under Article 5.2 above, the Borrower shall pay to the Lender a compensation
equal to __/__% of prepayment amount if the Borrower prepays any amount of the loan hereunder. 



 


		Article 6	Special Provisions in Relation to Revolving Loans
(optional clause: this article is □applicable/■not applicable)



 


		6.1	The loan hereunder is provided on a revolving basis. The amount and the term of the loan as set
out in Article 2 above is the limit of the revolving credit line and the term to use such revolving credit line, respectively.
The term to use the revolving credit line shall commence on the date when this Contract takes effect.



 



    	 



    	 



    

 


		6.2	If an RMB revolving loan adopts a floating interest rate, the benchmark interest rate shall be
the benchmark lending interest rate as published by the People's Bank of China corresponding to the term of such loan.



 


		6.3	In addition to the loan interest, the Borrower shall also pay to the Lender a commitment fee in
accordance with Item __/__ below:



 


		(1)	the commitment fee shall be equal to _/__% of the limit of revolving credit line and paid to the
Lender in one lump sum on the date when this Contract takes effect; or



 


		(2)	after the effectiveness of this Contract, the commitment fee shall be paid to the Lender in installments
on 20th day of each ____/___ (month/quarter/half a year) (Fee Period) until expiry of the term to use the revolving credit
line, and the amount of each installment shall be calculated based on the balance of the revolving credit line after deducting
the daily average amount of drawdown made by the Borrower within each Fee Period and based on an annual rate of _/_%; or



 


		(3)	_________________/______________.



 


		Article 7	Security



 


		7.1	If the loan hereunder is a secured loan, such loan is secured by _________pledge_________.



 


		7.2	If the security for the loan hereunder is a security with a maximum secured amount, the relevant
security contract (with the maximum secured amount) is as follows:



 


Name of the security contract
(with the maximum secured amount): _______pledge contract___ (No.:_______/____________)


 


Security Provider: __CER Energy
Recovery (Shanghai) Co., Ltd


 


		Article 8	Financial Covenants (optional clause: this article
is □applicable/■ not applicable)



 


Within the term of this Contract, the Borrower
shall comply with the following covenants in relation to financial indicators:


 


________________________/_________________________


 


_________________________/________________________


 


		Article 9	Dispute Resolution



 


All disputes under this Contract shall
be solved in accordance with Item (2) below:


 


		(1)	Such dispute shall be submitted to ______/___________Arbitration Commission for arbitration at
_______/_________(place of arbitration) in accordance with the arbitration rules of such commission in force upon submission of
arbitration application. The arbitration award shall be final and binding upon both parties; or



 


		(2)	Such dispute shall be submitted to the jurisdiction of the competent court of place where the Lender
is located.



 


		Article 10	Miscellaneous



 


		10.1	This Contract is made in __two___ copies, with each of the Borrower, the Lender and _______/_____
holding ___one____ copy(ies), each of which shall have equal legal effect.



 



    	 



    	 



    

 


		10.2	The following appendices and other appendices as confirmed by both parties shall constitute integral
part of this Contract and have equal legal effect as this Contract:



 


Appendix 1:Form of Drawdown
Notice


 


Appendix 2:Entrusted Payment
Agreement


 


Appendix 3:


 


		Article 11	Other Matters Agreed by the Parties



 


		11.1	If Party B’s profit level, and assets liabilities rate, and flow ratio, and should received
account paragraph turnover, and business activities cash flow, index deterioration, or the equity structure, and production business
and external investment occurs major changes, which has the effect on Party A’s loan ,then Party has the right to announce
loan ahead of due and refuse new of drawing requirements, and require Party B ahead of part or all loan reimbursement which has
issued, or require Party B append a legitimate, and good value, and effective of guarantees recognized by Party A



 


		11.2	If Party B violate any loan agreement signed with money corporation ,which lead to effect the creditor's
rights of Party A and violate this agreement, then Party A has the rights to announce the mortgage debt has maturity ahead of time



 


		11.3	In the similar agreement ,Party B can not have the financial terms with other banks which are better
than the credit terms of Party A



 


		11.4	Party B promise that the loan lend from Party A will not go into the securities , futures market
and share capital Marketable investment ,these areas which are inhibit by national laws



 



    	 



    	 



    

 


		11.5	Part II          Terms of
Working Capital Loan Contract



 


		Article 1	Interest Rate and Interest



 


		1.1	The LIBOR applicable to a foreign currency loan hereunder shall be the inter-bank offered rate
applicable to the currency of such loan as shown on the "LIBO=" page of the Reuters' financial messaging terminal at
11:00 am (London time) on the day that is two bank business days prior to the drawdown date or the benchmark interest rate adjustment
date; the HIBOR shall be the inter-bank offered rate applicable to Hong Kong Dollar as shown on the "HIBO=" page of the
Reuters' financial messaging terminal at 11:15 am (Hong Kong time) on the day that is two bank business days prior to the drawdown
date or the benchmark interest rate adjustment date.



 


		1.2	If the loan hereunder adopts a floating interest rate, the interest rate will continue to be adjusted
in accordance with the original adjustment rules after such loan is overdue.



 


		1.3	If interest is settled on a monthly basis, the settlement date shall be 20th day of
each month; if interest is settled on a quarterly basis, the settlement date shall be 20th day of the last month of
each quarter; and if interest is settled on a half-year basis, the settlement date shall be June 20 and December 20 of each year.



 


		1.4	The first interest period shall commence from the actual drawdown date to the first interest settlement
date; the last interest period shall commence from the day immediately following the end of the preceding interest period to the
final repayment date; and each of the other interest period shall commence from the day immediately following the end of the preceding
interest period to the next interest settlement date.



 


		1.5	If the People's Bank of China adjusts the method to determine the loan interest rates, relevant
provisions of the People's Bank of China in relation to such adjustment shall apply to this Contract without requiring any further
notice from the Lender to the Borrower.



 


		Article 2	Advance and Payment of Loan



 


		2.1	The Lender has no obligation to advance any loan to the Borrower until all following conditions
have been satisfied by the Borrower or waived by the Lender:



 


		(1)	except for unsecured loans, the Borrower has provided security as required by the Lender and completed
relevant formalities for provision of such security;



 


		(2)	there is no default event occurring under this Contract or any other contract between the Borrower
and the Lender; and



 


		(3)	the purpose of loan as stated in the supporting documents provided by the Borrower is consistent
with the purpose as agreed hereunder.



 


		2.2	All written documents provided by the Borrower to the Lender for drawdown shall be originals. If
no original is available, the Borrower may, upon consent of the Lender, provide photocopies affixed with the Borrower's company
seal.



 


		2.3	When applying for drawdown, the Borrower shall submit a drawdown notice to the Lender at least
5 bank business days prior to the proposed drawdown date. Once submitted, a drawdown notice will be irrevocable unless otherwise
agreed by the Lender in writing.



 


		2.4	After all conditions precedent to drawdown have been satisfied by the Borrower or waived by the
Lender, the Lender will remit the loan into a designated account of the Borrower. Such remittance shall be deemed as advance of
the loan by the Lender to the Borrower in accordance with this Contract.



 



    	 



    	 



    

 


		2.5	In accordance with relevant regulatory requirement and management requirement of the Lender, a
loan exceeding certain value or meeting certain other conditions shall be subject to the entrusted payment arrangement, where the
Lender will, upon and in accordance with drawdown request and payment entrustment issued by the Borrower, pay the proceeds of the
loan to relevant payees for the purpose as agreed under this Contract. For this purpose, the Borrower shall enter into an entrusted
payment agreement with the Lender, which shall be attached hereto as an appendix, and shall open or designate a dedicated account
with the Lender for such entrusted payment.



 


		Article 3	Repayment



 


		3.1	The Borrower shall repay the principal of and pay the interest on the loan hereunder and other
amount payable in accordance with the amount and schedule as required under this Contract. The Borrower shall, on the day that
is one bank business day prior to the repayment date and each interest settlement date, deposit into a repayment account opened
by the Borrower with the Lender sufficient fund to repay the principal, interest and other amount to be paid on such repayment
date or interest settlement date. The Lender may transfer an amount equal to such principal, interest and other amount payable
out of such account on such repayment date or interest settlement date without further instruction from the Borrower, or require
the Borrower to cooperate in completing relevant formalities for such transfer. If the balance of the repayment account is not
sufficient to pay all amount to be paid by the Borrower, the Lender may decide the priority sequence of each item to be settled.



 


		3.2	If the Borrower applies for prepayment of all or part of the loan, it shall submit a written application
to the Lender for its approval 10 bank business days prior to such prepayment, and pay to the Lender relevant compensation as agreed
hereunder.



 


		3.3	If the Lender approves any prepayment, the Borrower shall fully pay on the prepayment date all
principal, interest and other amounts due and payable as of such prepayment date hereunder.



 


		3.4	The Lender may require the Borrower to early repay any loan based on the Borrower's collection
of receivables. 



 


		3.5	The applicable interest rate grade (based on term of loan) will not change if the actual term
of loan is shortened due to any prepayment by the Borrower or early repayment as required by the Lender in accordance with this
Contract.



 


		Article 4	Revolving loan



 


		4.1	If the loan hereunder is provided on a revolving basis, the aggregate amount of outstanding loans
taken by the Borrower at any time within the term to use the revolving credit line may not exceed the amount of the revolving credit
line. The term of each drawdown made by the Borrower shall commence from the actual drawdown date to the agreed repayment date,
each as stated on relevant receipt of loan. No drawdown may have a repayment date that is beyond the term to use the revolving
credit line.



 


		4.2	If the loan hereunder is provided on a revolving basis, and the Borrower fails to make any drawdown
within three consecutive months from the date of this Contract, the Lender may cancel the revolving credit line.



 


		Article 5	Security



 


		5.1	Except for unsecured loans, the Borrower shall provide legal and effective security acceptable
to the Lender for the performance of its obligations hereunder. A security contract will be entered into separately.



 



    	 



    	 



    

 


		5.2	The Borrower shall promptly notify the Lender of any damage, depreciation, title dispute, seizure
or attachment of the collateral hereunder, or unauthorized disposal of the collateral by the mortgagor, or any adverse change to
the guarantor's financial condition, or any other adverse change to the claims of the Lender, and provide other security that is
acceptable to the Lender.



 


		5.3	Where the loan hereunder is secured by a pledge over accounts receivable, the Lender may declare
accelerated maturity of the loan and require the Borrower to immediately repay all or part of the principal and pay the interest
of the loan, or provide additional legal, effective and sufficient security acceptable to the Lender, if any of the following events
occurs within the term of this Contract:



 


		(1)	the bad debt ratio in relation to accounts receivable by the pledgor from the payer of such accounts
receivable increases for two consecutive months;



 


		(2)	the accounts receivable that are due but not recovered by the pledgor from the payer of such accounts
receivable represent at least 5% of the total outstanding accounts receivable to be paid by such payer to the pledgor; or



 


		(3)	any trade dispute (including without limitation dispute over quality, technology or service) or
debt dispute arises between the pledgor of the accounts receivable and relevant payer or other third party, which may prevent the
accounts receivable from being settled when they become due.



 


		Article 6	Account management



 


		6.1	The Borrower shall designate a special collection account with the Lender, which will be used to
collect relevant sales revenue or fund to be used to repay the loan. If any sales revenue is settled by non-cash method, the Borrower
shall ensure that the proceeds of such revenue will be promptly transferred into the special collection account when it receives
the same.



 


		6.2	The Lender may supervise on the special collection account, including without limitation monitoring
and supervising income and expenditure of such account, and the Borrower shall cooperate with the Lender in such supervision. If
requested by the Lender, the Borrower shall enter into an account supervision agreement with the Lender.



 


		Article 7	Representations and Warranties



 


The Borrower makes the following representations
and warranties to the Lender, and these representations and warranties will remain valid and effective within the term of this
Contract:


 


		7.1	It is eligible to act as a borrower hereunder, and has all qualifications and capacity to enter
into and perform this Contract.



 


		7.2	It has obtained all necessary authorizations or approvals to enter into this Contract. Its execution
and performance of this Contract does not violate its articles of association or any applicable laws or regulations, or conflict
with any of its obligations under other contracts.



 


		7.3	Its other debts have been repaid when they become due and it has not committed any malicious default
in repaying any principal or interest of bank loan.



 


		7.4	It has a well-established organizational structure and financial management system. It has not
committed any material violation of regulations or disciplines during its production and operation in the past one year. Its current
senior management has no material negative record.



 


		7.5	All documents and information provided by the Borrower to the Lender are true, accurate, complete
and effective and do not contain any false record, gross omission or misleading statement.



 



    	 



    	 



    

 


		7.6	The financial and accounting reports provided by the Borrower to the Lender are prepared in accordance
with the general accepted accounting principle of the PRC and give true, fair and complete presentation of the operation and indebtedness
status of the Borrower. The financial condition of the Borrower has no material adverse change since the end date of its latest
financial and accounting reports.



 


		7.7	It has not concealed from the Lender any litigation, arbitration or claim involving the Borrower.



 


		Article 8	Undertakings of the Borrower



 


		8.1	The Borrower undertakes to draw down and use the loan in accordance with the schedule and purpose
as agreed hereunder. The Borrower shall not use the proceeds of the loan hereunder for investment in fixed assets or equity, or
for investment in securities or futures market, or any other purpose prohibited or restricted by applicable laws and regulations.



 


		8.2	The Borrower undertakes to settle principal, interest and any other amount payable in relation
to the loan hereunder in accordance with this Contract.



 


		8.3	The Borrower undertakes to accept and actively cooperate with the Lender's check and supervision
on use of the proceeds of the loan (including purpose of the loan) including account analysis, voucher verification and on-site
investigation, and to regularly summarize and report information on the use of proceeds of the loan as requested by the Lender.



 


		8.4	The Borrower undertakes to accept credit check by the Lender, to provide financial documents including
balance sheets and income statements and other documents that reflect the Borrower's ability to repay its debts, as requested by
the Lenders, and to actively assist and cooperate with the Lender in investigating, understanding and supervising its production,
operation and financial conditions.



 


		8.5	The Borrower undertakes not to distribute any dividend or profit in any form before full settlement
of principal, interest and other amount payable in relation to the loan hereunder.



 


		8.6	The Borrower undertakes to obtain prior written consent of the Lender or make appropriate arrangements
in relation to the realization of the Lender's claims to the Lender's satisfaction, before it carries out any merger, division,
decrease of capital, equity change, transfer of material assets and creditor's rights, material external investment, material increase
of debt financing and other action that may cause an adverse impact on the Lender's rights and interests.



 


		8.7	The Borrower undertakes to promptly notify the Lender upon occurrence of any of the following events:



 


		(1)	any change to its articles of association, business scope, registered capital or legal representative;



 


		(2)	its winding-up, dissolution, liquidation, suspension of business, revocation or cancellation of
its business licence, or application (or be applied for) for bankruptcy;



 


		(3)	it is or may be involved in any material economic dispute, litigation or arbitration, or its property
is subject to seizure, attachment or supervision in accordance with applicable laws; or



 


		(4)	any of its shareholders, directors or current senior management personnel is suspected of major
crime or involved in any material economic dispute.



 



    	 



    	 



    

 


		8.8	The Borrower undertakes to disclose its related party relationship and related transaction to the
Lender in a prompt, complete and accurate manner.



 


		8.9	The Borrower undertakes to promptly confirm receipt of all notices sent by the Lender by post or
any other means.



 


		8.10	The Borrower undertakes not to dispose of its own assets in a way that will reduce its ability
to repay its debts. The Borrower undertakes not to provide security to the benefit of any third party in a way that will harm the
Lender's rights and interests.



 


		8.11	If the loan hereunder is an unsecured loan, the Borrower undertakes to regularly make complete,
true and accurate disclosure to the Lender in relation to all securities provided by the Borrower for others, and enter into an
account supervision agreement as requested by the Lender. If any provision of security may affect its ability to perform its obligations
hereunder, the Borrower shall obtain written consent of the Lender on such provision of security.



 


		8.12	The Borrower undertakes to bear expenses for entering into and performing this Contract, and
expenses paid and payable by the Lender for realization of its claim hereunder, including without limitation litigation or arbitration
fee, attachment fee, attorney's fee, enforcement fee, appraisal fee, auction fee and announcement fee.



 


		8.13	The debt hereunder is senior to the debts owed by the Borrower to its shareholders, and is not
subordinated to similar debts owed by the Borrower to other creditors.



 


		Article 9	Undertakings of the Lender



 


		9.1	The Lender undertakes to advance the loan to the Borrower in accordance with this Contract.



 


		9.2	The Lender undertakes to keep non-public materials and information provided by the Borrower confidential,
unless otherwise required by applicable laws and regulations or agreed hereunder.



 


		Article 10	Default



 


		10.1	The Borrower will be in default upon occurrence of any of the following events:



 


		(1)	The Borrower fails to repay any principal, interest or other amount payable in relation to the
loan hereunder in accordance with this Contract, or fails to perform any other obligations hereunder, or breaches any of its representations,
warranties or undertakings hereunder;



 


		(2)	the Borrower fails to provide other security acceptable to the Lender when the security provided
hereunder suffers any change that is adverse to the claim of the Lender;



 


		(3)	the Borrower fails to settle any other debt when it becomes due (including due to accelerated maturity
declared by the creditor), or is in default or breach of any of its obligations under other agreements, which has affected or may
affect performance of its obligations hereunder;



 


		(4)	the Borrower's ability to make profit, repay debts or operate its business, or its financial indictors
such as cash flow do not comply with agreed standard or suffer deterioration, which has affected or may affect performance of its
obligations hereunder;



 


		(5)	the Borrower's equity structure, production, operation or external investment suffers any material
adverse change, which has affected or may affect performance of its obligations hereunder;



 



    	 



    	 



    

 


		(6)	the Borrower is or may be involved in any material economic dispute, litigation or arbitration,
or its property is subject to attachment, seizure or enforcement, or the Borrower is investigated or punished by any competent
judicial or administrative authority in accordance with laws, or any media report that the Borrower has violated relevant regulations
or policies of the State, which has affected or may affect performance of its obligations hereunder;



 


		(7)	there is any abnormal change or missing of major individual investor or key management personnel
of the Borrower, or any competent judicial authority has launched investigation on or restricted right of freedom of such investor
or personnel in accordance with laws, which has affected or may affect performance of the Borrower's obligations hereunder;



 


		(8)	the Borrower obtains fund or credit facility from the Lender by using false contracts between the
Borrower and its related party or transactions that do not actually exist, or intentionally uses related transactions to evade
from or invalidate the Lender's claim;



 


		(9)	the Borrower is or may be under winding-up, dissolution, liquidation, suspension of business, or
its business licence has been or may be revoked or cancelled, or it has applied or been applied, or may apply or be applied, for
bankruptcy;



 


		(10)	there is any liability accident caused by the Borrower's violation of applicable laws and regulations,
regulatory rules or industry standard in relation to food safety, production safety or environmental protection, which has affected
or may affect performance of its obligations hereunder;



 


		(11)	where the loan hereunder is an unsecured loan, the Borrower's credit rating, profitability, asset
liability ratio, net cash flow in operation activities, etc. do not comply with the Lender's requirement on grant of unsecured
loans, or the Borrower creates mortgage or pledge over its effective operation assets or provides guarantee to the benefit of others
without written consent of the Lender, which has affected or may affect performance of the Borrower's obligations hereunder; or



 


		(12)	other events that may cause adverse impact on realization of the Lender's claim hereunder.



 


		10.2	If the Borrower is in default, the Lender may take any one or more of the following steps:



 


		(1)	the Lender may require the Borrower to remedy its default within a designated period;



 


		(2)	the Lender may cease to advance the loans and other amounts to the Borrower under this Contract
or any other contract between the Lender and the Borrower, and cancel all or part of the loan or other amount for which the Borrower
has not made drawdown;



 


		(3)	the Lender may declare immediate maturity of all outstanding loans and other amounts under this
Contract or any other contract between the Lender and the Borrower, and require immediate repayment of such loans and amounts;



 


		(4)	the Lender may require the Borrower to compensate the Lender against all losses caused by such
default of the Borrower; and



 


		(5)	other steps that are set out under applicable laws and regulations, agreed under this Contract
or deemed necessary by the Lender.



 



    	 



    	 



    

 


		10.3	If the Borrower fails to repay any loan when it becomes due (including due to accelerated maturity
as declared by the Lender), the Lender may impose penalty interest on the Borrower at the overdue penalty interest rate as agreed
hereunder from the day immediately following the due date. Compound interest will accrue at the overdue penalty interest rate on
any interest that the Borrower fails to pay when it becomes due.



 


		10.4	If the Borrower fails to use the loan for the purpose as agreed hereunder, the Lender may impose
penalty interest on the misappropriated part of the loan at the misappropriation penalty interest rate as agreed hereunder from
the date of misappropriation. When the loan is being misappropriated, compound interest will accrue at the misappropriation penalty
interest rate on any interest that the Borrower fails to pay when it becomes due.



 


		10.5	If both of the penalty interest rates under Articles 10.3 and 10.4 are applicable to the Borrower,
the higher of the two interest rates will apply. The two types of penalty interest may not be applied at the same time.



 


		10.6	The Lender may make a public announcement in media to demand repayment if the Borrower fails
to repay any principal, interest (including penalty interest and compound interest) or any other amount payable as scheduled. 



 


		10.7	If the control relationship between the Borrower and its related party has changed, or any related
party of the Borrower is in any event under Articles 10.1 (excluding Articles 10.1(1) and (2)), which has affected or may affect
performance of the Borrower's obligations hereunder, the Lender may take all steps as set out under this Contract.



 


		Article 11	Deduction and Setoff



 


		11.1	If the Borrower fails to repay any debt due hereunder (including due to accelerated maturity
declared by the Lender) in accordance with this Contract, the Lender may deduct relevant amount from all RMB and foreign exchange
accounts opened by the Borrower with the Lender or any other branch office of Industrial and Commercial Bank of China to set off
such debt, until all debts of the Borrower hereunder are fully settled.



 


		11.2	If the currency of deducted amount is different from that of the loan hereunder, the amount
will be converted in accordance with applicable exchange rate published by the Lender on the date of such deduction. The Borrower
shall bear all interest and other expenses incurred between the deduction date and the actual settlement date (i.e. the date when
the debts hereunder are actually settled after the Lender converts the deducted amount into the currency of the loan hereunder
in accordance with applicable State policies on administration of foreign exchange), as well as the difference caused by fluctuation
of exchange rate during such period.



 


		11.3	If the amount deducted by the Lender is insufficient to repay all debts owed by the Borrower,
the Lender may decide the priority sequence of each item to be settled. 



 


		Article 12	Transfer of Rights and Obligations



 


		12.1	The Lender may transfer all or part of its rights hereunder to a third party, without consent of
the Borrower. The Borrower may not transfer any of its rights or obligations hereunder without written consent of the Lender.



 



    	 



    	 



    

 


		12.2	The Borrower acknowledges that the Lender or Industrial and Commercial Bank of China Limited (ICBC)
may, based on operation and management requirements, authorize or appoint another branch office of ICBC to perform the rights and
obligations hereunder, or transfer the loan hereunder to another branch office of ICBC. Such transfer by the Lender does not require
further consent of the Borrower. The branch office of ICBC that is the transferee of the rights and obligations of the Lender hereunder
may exercise all rights hereunder, and may in its own name initiate litigation or arbitration or apply for enforcement in relation
to the dispute hereunder.



 


		Article 13	Effectiveness, Amendment and Termination



 


		13.1	This Contract shall take effect as of the date hereof, and end upon the date when all of the Borrower's
obligations hereunder are fully performed.



 


		13.2	Any amendment to this Contract shall be agreed by the Parties and made in writing. Amended clauses
or amendment agreement shall constitute an integral part of this Contract and have equal legal effect as this Contract. The rest
terms of this Contract which are not amended shall remain effective. The original terms of this Contract which are to be amended
shall remain effective until the relevant amendments take effect.



 


		13.3	Amendments to or termination of this Contract shall not prejudice each Party's right to claim compensation
for loss. The dispute resolution clause hereof shall survive termination of this Contract.



 


		Article 14	Governing Law and Dispute Resolution



 


The execution, validity, interpretation,
performance and dispute resolution of this Contract shall be governed by the PRC law. All disputes and controversies arising from
or in connection with this Contract shall be solved by the Parties through consultations, failing which, be solved by the means
agreed hereunder.


 


		Article 15	Entire Agreement



 


Part I (Loan Conditions) and Part II (Terms
of Working Capital Loan Contract) of this Contract shall constitute a complete loan contract, and the same term shall have the
same meaning in both parts. Both parts above are applicable to the loan granted to the Borrower hereunder.


 


		Article 16	Notices



 


		16.1	All notices hereunder shall be sent in writing. Unless otherwise agreed, the address of each Party
as stated in this Contract will be its address for communication and contact. If the contact address or other contact information
of a Party changes, such Party shall promptly notify the other Party of such change in writing.



 


		16.2	If either Party hereto refuses to confirm receipt of a notice or a notice is otherwise unable to
be delivered, the Party sending such notice may serve such notice by means of notarization or public announcement.



 


		Article 17	Miscellaneous



 


		17.1	Failure to exercise, partial exercise or delay in exercise by the Lender of any of its rights hereunder
will not constitute waiver of or amendment to such right or any other right, nor will it affect the Lender's further exercise of
such right or any other right.



 


		17.2	Invalidity or unenforceability of any provision hereof will not affect validity or enforceability
of any other provision hereof or validity of the whole Contract.



 



    	 



    	 



    

 


		17.3	If so required by applicable laws, regulations, or other financial regulators, the Lender may provide
the information related to this Contract and other information related to the Borrower to the credit information database of the
People's Bank of China or other credit database created in accordance with laws for duly qualified institutions or individuals
to check or use. The Lender may also enquire information related to the Borrower by using the credit information basic database
of the People's Bank of China or other credit database created in accordance with laws for purpose of execution and performance
of this Contract.



 


		17.4	The terms used in this Contract including "related party", "related party relationship",
"related transaction", "major individual investor" and "key management personnel" shall have the
meaning given to them in the Accounting Standard for Business Enterprises No. 36—Disclosure of Related Parties (Cai Kuai
[2006] No. 3) issued by the Ministry of Finance of the People's Republic of China and its amendments.



 


		17.5	The documents and vouchers prepared and retained by the Lender in relation to the loan hereunder
in accordance with its business practice shall constitute valid proof of debt relationship between the Borrower and the Lender,
and shall be binding upon the Borrower.



 


		17.6	In this Contract, (1) any reference to this Contract shall include all amendments and supplements
to this Contract; (2) the headings are for reference only, and do not constitute any interpretation of this Contract, or restriction
on contents or scope of provisions under such headings; and (3) if a drawdown date or repayment date is not a bank business day,
it shall be postponed to the immediate following bank business day.



 



    	 



    	 



    

 


The Parties hereby confirm by signing or
affixing of seal that all terms of this Contract have been fully negotiated by the Borrower and the Lender. The Lender has brought
the Borrower's special attention to all terms in relation to the rights and obligations of each Party, asked the Borrower to fully
and accurately understand all such terms, and upon the Borrower's request, made explanation on relevant terms. The Borrower has
carefully read and fully understands all contractual terms hereof (including Part I (Loan Conditions) and Part II ((Terms of Working
Capital Loan Contract)). The understanding of the Borrower and the Lender of this Contract is consistent, and the Parties have
no dispute over the terms of this Contact.


 


Lender (seal):Industrial and Commercial
Bank of China Limited, Shanghai Zhangjiang Branch


 


Person-in-charge/authorized representative:
________Jiang Qiqing__


 


Borrower (seal):______CER Energy Recovery(Shanghai)
Co.,Ltd______________________


 


Legal representative/authorized representative:
Wu Qinghuan


 


Date: ____2012-1-11_______