SECURITIES
      PURCHASE AGREEMENT

     

    This
      SECURITIES PURCHASE AGREEMENT (“Agreement”), dated as of June 30, 2008, is by
      and among Peng Zhou, an individual (“Seller”),
      Sino
      Clean Energy Inc., a Nevada corporation (“Sino
      Clean”),
      Hangson Limited, a British Virgin Islands company and wholly owned subsidiary
      of
      Sino Clean (“Hangson”
and
      together with Hangson, collectively referred to as “Buyer”),
      and
      Shaanxi Suo’ang New Energy Enterprise Company Limited, a People’s Republic of
      China (“PRC”)
      limited liability company (“Suo’ang
      New Energy”).
      Hereinafter, Seller and Buyer may each be referred to individually as a
“Party”
and
      collectively as the "Parties."
      Suo’ang New Energy is made a party to this Agreement for the sole purpose of
      acknowledging the Agreement.

     

    RECITALS

     

    A. Seller
      is
      a member of the board of directors of Sino Clean and the registered owner of
      twenty percent (20%) of the issued and outstanding equity interests of Suo’ang
      New Energy (the “Registered
      Capital”,
      and
      this term's meaning shall include any and all forms of ownership interests,
      regardless of whether such interests are stock, member interests, partnership
      interests, or any other form of equity).

    


    B. The
      remaining eighty percent (80%) of the issued and outstanding equity interests
      of
      Suo’ang New Energy is owned by and registered to Shaanxi Suoang Biological
      Science & Technology Co., Ltd., a PRC limited liability company controlled
      and a variable interest entity of Hangson pursuant to certain contractual
      arrangements. 

     

    C. This
      Agreement contemplates a transaction in which Buyer will purchase from Seller,
      and Seller will sell to Buyer, the Registered Capital in exchange for Sino
      Clean’s issuance of shares of its restricted common stock in accordance with the
      terms of this Agreement.

     

    NOW
      THEREFORE, in consideration of the mutual covenants, representations, warranties
      and agreements contained herein, and for other good and valuable consideration,
      the receipt and adequacy of which are hereby acknowledged, the Parties,
      intending to be legally bound, agree as follows:

     

    Article
      1

    Definitions

     

    1.1.
       Defined
      Terms.  As
      used herein, the terms below shall have the following meanings:

    


    "Books
      and Records" shall
      mean all records pertaining to the assets, properties, business, operations,
      accounts, financial condition, customers or suppliers of Suo’ang New
      Energy.

     

    “Business”
      shall
      mean, collectively, the business and operations of the Suo’ang New
      Energy.

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
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    "Closing"
      has the
      meaning ascribed in Section
      2.2
      hereof.

    


    "Closing
      Date" shall
      mean the date of the Closing, as defined in Section
      3.2
      hereof.

     

    "Contract"
      shall
      mean any of the agreements, contracts, instruments or commitments to which
      Suo’ang New Energy is a party, all as identified or listed on Schedule
      1.1(a).

     

    "Encumbrance"
      shall
      mean any lien, pledge, option, adverse claim, charge, easement, security
      interest, right-of-way or encumbrance.

    


    "Exchange
      Act" shall
      mean the Securities Exchange Act of 1934, as amended.

     

    "Governmental
      Entity" shall
      mean any governmental entity, department, commission, board, agency or
      instrumentality, whether national, federal, provincial, state or local, and
      whether domestic or foreign.

     

    “Indemnified
      Liabilities”
      has the
      meaning ascribed in Section
      8.3
      hereof.

     

    "Leases"
      shall
      mean all of the leases to which Suo’ang New Energy is a party, which are listed
      on Schedule
      1.1(b)
      attached
      hereto, which schedule indicates with respect to each Lease listed thereon
      the
      term, annual rent, renewal options and, if applicable, the number of square
      feet
      leased.

     

    "Licenses"
      shall
      mean all governmental or regulatory licenses or permits required to conduct
      the
      Business as presently conducted, which are identified or listed on Schedule
      1.1(c)
      attached
      hereto.

     

    "Material
      Adverse Effect" shall
      mean a material adverse effect upon the business, operations, properties, assets
      or condition (financial and otherwise) or projected cash flows of Suo’ang New
      Energy.

     

    "Registered
      Capital" has
      the
      meaning ascribed in Recital A hereof.

    


    "Representative"
      shall
      mean any officer, director, principal, attorney, agent, employee or other
      representative.

     

    "SEC"
      shall
      mean the U.S. Securities and Exchange Commission.

     

    "Securities
      Act" shall
      mean the Securities Act of 1933, as amended.

    


    “Shares”
      shall
      mean the 7,500,000 fully paid and non-assessable restricted shares of Sino
      Clean’s common stock, $0.001 par value, comprising the Stock
      Consideration.

    

      
        
          
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              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
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    "Sino
      Clean’s Common Stock" shall
      mean the common stock, par value $0.001 per share, of Sino Clean.

     

    “Stock
      Consideration”
      shall
      mean the Shares, provided,
      however,
      that if
      Sino Clean shall at any time prior to the Closing Date (i) subdivide Sino
      Clean’s Common Stock, by split up or otherwise, or combine Sino Clean’s Common
      Stock, by reverse stock split or otherwise, or (ii) issue additional shares
      of
      Sino Clean’s Common Stock as a dividend with respect to any shares of Sino
      Clean’s Common Stock, the number of Shares issuable at Closing to Seller as
      Stock Consideration shall forthwith be proportionately increased in the case
      of
      a subdivision of stock or issuance of additional shares, or proportionately
      decreased in the case of a combination.

     

    "Taxes"
      shall
      mean all taxes, charges, levies or other assessments, including, without
      limitation, income, gross receipts, excise, real and personal property, sales,
      use, transfer, capital gains, transfer gains, license, payroll, privilege,
      and
      franchise taxes, imposed by any Governmental Entity, and shall include any
      interest, penalties or additions to taxes attributable to any of the
      foregoing.

     

    Article
      2

    Purchase
      and Sale of Stock

     

    2.1. Sale
      of the Registered Capital. Subject
      to the terms of this Agreement, Seller hereby agrees to sell, transfer, assign,
      convey and deliver to Buyer, and Buyer hereby agrees to purchase and acquire
      from Seller, on the Closing Date, all right, title and interest of Seller,
      legal
      and/or equitable, in and to the Registered Capital.

     

    2.2.
       Purchase
      Price. The
      aggregate consideration (the “Purchase
      Price”)
      for
      the Registered Capital shall be the Stock Consideration.

     

    2.3
       Documentary
      Stamp Taxes. Buyer
      shall be responsible for any documentary stamp taxes, if any, on any other
      transfer, sales or other taxes imposed by reason of the transfer of the
      Registered Capital.  

     

    Article
      3

    Pre-Closing,
      Closing and Post Closing

     

    3.1  Pre
      Closing.  During
      the period between the date of the Agreement and the Closing, Suo’ang New Energy
      will refrain from making any distributions or payments to Seller without the
      Buyer’s consent. 

     

    3.2.
       Closing.
      The
      closing of the transactions contemplated herein (the "Closing")
      shall
      occur as
      soon
      as practicable after the fulfillment or waiver of all conditions to closing
      herein,
      unless the Parties otherwise agree in writing.  The Closing
shall
      be
      held at 10:00 a.m. local time on the Closing Date at the law offices of
      Richardson & Patel LLP, 10900 Wilshire Boulevard, Suite 500, Los Angeles,
      California, 90024, U.S.A., unless the parties hereto otherwise mutually agree
      in
      writing to the contrary.


    
      
        
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            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
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    3.3.
       Deliveries
      at Closing.  At
      Closing, Seller and Buyer shall conclude all matters and make all deliveries
      set
      forth in Article
      7
      hereof,
      unless the parties hereto otherwise mutually agree in writing to the
      contrary.

     

    3.4.
       Post
      Closing.
      From and after the Closing, each Party will provide the other Party with
      reasonable cooperation in connection with any and all matters that arise in
      connection with the Business of Suo’ang New Energy, including, without
      limitation, any litigation, tax matter, or governmental
      investigation.

     

    Article
      4

    Representations
      and Warranties of Seller

     

    Except
      as
      set forth on the Schedules to this Agreement, Seller hereby represents and
      warrants to Buyer that as of Closing:

     

    4.1.
       Execution.
      Seller
      has the capacity to enter into this Agreement, and this Agreement has been
      executed and delivered by Seller and is a legal, valid and binding obligation
      of
      Seller enforceable against Seller in accordance with its terms (except as may
      be
      limited by bankruptcy, insolvency, reorganization, moratorium or other similar
      laws relating to creditors' rights generally, and, subject to the qualification
      that the availability of equitable remedies, is subject to the discretion of
      the
      court before which any proceeding therefor may be brought).

    


    4.2.
       The
      Registered Capital. The
      Registered Capital is owned of record and beneficially by Seller, duly
      authorized and validly issued, fully paid and nonassessable, and free and clear
      of all Encumbrances. There are no outstanding subscriptions, options, puts,
      calls, agreements, understandings, claims, or other commitments or rights of
      any
      type relating to the issuance, sale or transfer by Seller of any equity or
      other
      ownership interests of Seller; and Seller has no obligation of any kind to
      sell
      or pay for any additional equity or other ownership interests.  The
      sale and transfer of the Registered Capital by Seller has been made in full
      compliance with all applicable national and provincial laws.

     

    4.3.
       No
      Conflict or Violation.  Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will (a) result in a violation of, or a
      conflict with, any provision of the organizational documents of Suo’ang New
      Energy, (b) constitute a material violation by Seller of any statute, rule,
      regulation, ordinance, code, order, judgment, writ, injunction, decree or award
      applicable to the Business or Seller, or (c) create an imposition of any
      encumbrance, restriction or charge on the Business, Suo’ang New Energy, or on
      any of its assets.

    


    4.4.
       Consents
      and Approvals.
      Except
      as set forth herein and on Schedule
      4.4,
      no
      consent, approval or authorization of, or declaration, filing or registration
      with, any Governmental Entity, or any other person or entity, is required to
      be
      made or obtained by Suo’ang New Energy or Seller in connection with the
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby.

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
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    4.5.
       No
      Pending or Threatened Actions.
      Except
      as set forth on Schedule
      4.5,
      there
      is no action, suit, investigation, or other proceeding, or governmental
      investigation, audit, or inquiry, pending, or to Seller’s knowledge, threatened,
      whether formal or informal, civil, criminal, administrative, or investigative,
      and whether at law, in equity, or before any governmental agency, to include,
      without limitation, any bankruptcy proceeding or creditor’s reorganization or
      similar proceeding, pending, or to Seller’s knowledge, threatened, against
      Seller, or any of the property of Seller, including the Registered
      Capital.  

     

    4.6.
       No
      Other Agreements to Sell the Registered Capital. Except
      as
      disclosed in Schedule
      4.6,
      Seller
      has no legal obligation, absolute or contingent, to any person or entity, other
      than to Buyer, to sell the Registered Capital, or to enter into any agreement
      with respect thereto.

      

    4.7.
       Material
      Misstatements or Omissions.
      No
      representations or warranties by Seller in this Agreement nor any document,
      exhibit, certificate or schedule furnished to Buyer in connection herewith
      or
      pursuant hereto, contains or will contain any untrue statement of a material
      fact, or omits or will omit to state any material fact necessary to make the
      statements or facts contained therein not misleading.  Copies of all
      documents furnished to Buyer hereunder are true and complete copies of the
      originals thereof in all material respects.

     

    4.8
       Officers,
      Directors and Employees and Post Closing Arrangements.  Except
      as set forth in Schedule
      4.8,
      Seller
      has no agreement or understanding with any equity owner, employee or
      Representative of Suo’ang New Energy which would influence any such person not
      to become associated with Buyer from and after the Closing, or from serving
      Suo’ang New Energy after the Closing in a capacity similar to the capacity
      presently held. Seller knows of no employee or Representative of Suo’ang New
      Energy who intends to terminate his or her employment with Suo’ang New Energy
      prior to or following the Closing.

      

    4.9  Client
      and Vendor Relationships.  Seller
      shall use its best efforts to maintain the goodwill and reputation associated
      with Suo’ang New Energy, and to keep Suo’ang New Energy’s personnel, suppliers,
      vendors, Representatives and client relationships intact.

     

    4.10
       Status
      of Seller.
      Seller
      hereby represents and warrants as follows: 

    


    (a) Non-U.S.
      Person Under Regulation S.
      Seller:


    


    (i) is
      not a
“U.S. person” as defined by Rule 902 of Regulation S promulgated under the
      Securities Act (the definition of which includes, but is not limited to, an
      individual resident in the U.S. and an estate or trust of which any executor
      or
      administrator or trust, respectively is a U.S. Person), was not organized under
      the laws of any U.S. jurisdiction, and was not formed for the purpose of
      investing in securities not registered under the Securities Act;

     

    (ii) at
      the
      time of Closing, Seller was located outside the United States;


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
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    (iii) no
      offer
      of the Shares was made to Seller within the United States;

    


    (iv) Seller
      is
      either (a) acquiring the Shares for his own account for investment purposes
      and
      not with a view towards distribution, or (b) acting as agent for a principal
      that has signed this Agreement or has delivered representations and warranties
      substantially similar to this Section 4.10(a);

    


    (v) understands
      that none of the Shares have been or will be registered under the Securities
      Act, or under any state securities or “blue sky” laws of any state of the United
      States, and all subsequent offers and sales of the Shares by Seller will be
      made
      outside the United States in compliance with Rule 903 of Rule 904 of Regulation
      S, pursuant to registration of the Shares under the Securities Act, or pursuant
      to an exemption from such registration 

    


    (vi)
       Seller
      will not resell the Shares to U.S. Persons or within the United States until
      after the end of the six-month period commencing on the date of Closing (the
      “Restricted
      Period”);

    


    (vii) Seller
      shall not and hereby agrees not to enter into any short sales with respect
      to
      the common stock of Sino Clean at any time after the execution of this Agreement
      by Seller and prior to the expiration of the Restricted Period; 

    


    (viii)
       Seller
      understands that the Shares are being offered and sold to it in reliance on
      specific provisions of federal and state securities laws and that the Parties
      are relying upon the truth and accuracy of the representations, warranties,
      agreements, acknowledgments and understanding of Seller set forth herein in
      order to determine the applicability of such provisions. Accordingly, Seller
      agrees to notify Sino Clean of any events which would cause the representations
      and warranties of Seller to be untrue or breached at any time after the
      execution of this Agreement by Seller and prior to the expiration of the
      Restricted Period;

    


    (ix) in
      the
      event of resale of the Shares to non-U.S. Persons outside of the U.S. during
      the
      Restricted Period, Seller shall provide a written confirmation or other written
      notice to any distributor, dealer, or person receiving a selling concession,
      fee, or other remuneration in respect of the Shares stating that such purchaser
      is subject to the same restrictions on offers and sales that apply to the
      undersigned, and shall require that any such purchase shall provide such written
      confirmation or other notice upon resale during the Restricted Period;


      

    (x)
       Seller
      has not engaged, nor is it aware that any party has engaged, and it will not
      engage or cause any third party to engage in any “directed selling” efforts (as
      such term is defined in Regulation S) in the United States with respect to
      the
      Shares; 

    


    (xi)
       Seller
      is
      not a “distributor” as such term is defined in Regulation S, and it is not a
“dealer” as such term is defined in the Securities Act; 


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
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    (xii) Seller
      has not taken any action that would cause any of the parties to this Agreement
      to be subject to any claim for commission or other forms of remuneration by
      any
      broker, finder, or other person; and

    


    (xiii)
       Seller
      hereby represents that it has observed and fully satisfied the laws of the
      jurisdiction in which it is located or domiciled, in connection with the
      acquisition of the Shares or this Agreement, including (i) the legal
      requirements of Seller’s jurisdiction for the acquisition of the Shares, (ii)
      any foreign exchange restrictions applicable to such acquisition, (iii) any
      governmental or other consents that may need to be obtained, and (iv) the income
      tax and other tax consequences, if any, which may be relevant to the
      acquisition, holding, redemption, sale, or transfer of the Shares; and further,
      Seller agrees to continue to comply with such laws as long as it shall hold
      the
      Shares. 

    


    (b) Access
      to Books, Records and Other Buyer Information.
      Buyer’s
      books and records were available to Seller upon reasonable notice for
      inspection, subject to certain confidentiality restrictions, during reasonable
      business hours at Buyer’s principal place of business and that all documents,
      records and books in connection with the acquisition of the Shares under the
      Agreement have been made available for inspection by Buyer, and Seller and/or
      Seller’s Representatives have had a reasonable opportunity to ask questions of
      and receive answers from Buyer in connection with the acquisition of the Shares
      under the Agreement, and to obtain additional information, to the extent
      possessed or obtainable by Buyer without unreasonable effort or
      expense.

    


    (c) Consultations.
      Seller has been advised to consult its own legal, tax and other advisors with
      respect to the merits and risks of an investment in the Shares and, with respect
      to applicable resale restrictions, is solely responsible (and Buyer is not
      in
      any way responsible) for compliance with applicable resale
      restrictions.

    


    (d) Investment
      Risk.
      Seller
      is able to fend for itself in connection with the acquisition of the Shares,
      has
      such knowledge and experience in business matters as to be capable of evaluating
      the merits and risks of its prospective investment in the Shares, and is able
      to
      bear the economic risk of acquiring the Shares pursuant to the terms of this
      Agreement, including a complete loss of Seller’s investment in the Shares.


    


    (e) Transfer
      restrictions. Seller acknowledges and agrees that Buyer shall refuse to register
      any transfer of Shares not made in accordance with the provisions of Regulation
      S, pursuant to registration under the Securities Act, or pursuant to an
      available exemption from registration under the Securities Act.

    


    (f) Restrictive
      Legends.
      Seller
      acknowledges that the certificate(s) representing the Shares shall each
      conspicuously set forth on the face or back thereof a legend in substantially
      the following form:


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
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    REGULATION
      S LEGEND:

    


    “THE
      SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE SOLD,
      TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO
      ANOTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS
      IN COMPLIANCE WITH THE SECURITIES ACT.” 

    


    Article
      5

    Representations
      and Warranties of Buyer

     

    Buyer
      hereby represents and warrants to Seller that as of Closing:

     

    
      
        5.1.
          Organization
          of Buyer. 

      

    

    


    (a) Sino
      Clean is duly organized validly existing and in good standing under the laws
      of
      the State of Nevada, has full corporate power and authority to conduct its
      business as it is presently being conducted and to own, lease and operate its
      properties and assets. 

    


    (b) Hangson
      is duly organized validly existing and in good standing under the laws of the
      British Virgin Islands, has full corporate power and authority to conduct its
      business as it is presently being conducted and to own, lease and operate its
      properties and assets.

     

    5.2.
       Authorization.
      

    


    (a) Sino
      Clean has all necessary corporate power and authority and has taken all
      corporate action necessary to enter into this Agreement and to consummate the
      transactions contemplated hereby and to perform its obligations
      hereunder.  This Agreement has been duly executed and delivered by
      Sino Clean and is a legal, valid and binding obligation of Sino Clean
      enforceable against Sino Clean in accordance with its terms (except as may
      be
      limited by bankruptcy, insolvency, reorganization, moratorium or other similar
      laws relating to creditors' rights generally).

    


    (b) Hangson
      has all necessary corporate power and authority and has taken all corporate
      action necessary to enter into this Agreement and to consummate the transactions
      contemplated hereby and to perform its obligations hereunder.  This
      Agreement has been duly executed and delivered by Hangson and is a legal, valid
      and binding obligation of Hangson enforceable against Hangson in accordance
      with
      its terms (except as may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws relating to creditors' rights
      generally).


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
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    5.3.
       No
      Conflict or Violation. 

    


    (a) Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will result in (i) a violation of or a conflict
      with any provision of the Articles of Incorporation or Bylaws of Sino Clean,
      (ii) a breach of, or a default under, any term or provision of any contract,
      agreement, indebtedness, Lease, Encumbrance, commitment, license, franchise
      permit, authorization or concession to which Sino Clean is a party or by which
      Sino Clean or any of its assets are bound, (iii) a violation by Sino Clean
      of
      any statute, rule, regulation, ordinance, code, order, judgment, writ,
      injunction, decree or award applicable to Sino Clean including, but not limited
      to the Securities Act, or (iv)
      an
      imposition of any Encumbrance, restriction or charge on the business of Sino
      Clean or on any of its assets.

    


    (b) Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will result in (i) a violation of or a conflict
      with any provision of the Memorandum or Articles of Association of Hangson,
      (ii)
      a breach of, or a default under, any term or provision of any contract,
      agreement, indebtedness, Lease, Encumbrance, commitment, license, franchise
      permit, authorization or concession to which Hangson is a party or by which
      Hangson or any of its assets are bound, (iii) a violation by Hangson of any
      statute, rule, regulation, ordinance, code, order, judgment, writ, injunction,
      decree or award applicable to Hangson, or (iv) an imposition of any Encumbrance,
      restriction or charge on the business of Hangson or on any of its
      assets.

     

    5.4.
       Consents
      and Approvals. 

    


    (a) Except
      as
      set forth herein and in Schedule
      5.4
      attached
      hereto, no consent, approval or authorization of, or declaration, filing or
      registration with, any Governmental Entity, or any other person is required
      to be made or obtained by Sino Clean in connection with the execution, delivery
      and performance of this Agreement and the consummation of the transactions
      contemplated hereby.

    


    (b) Except
      as
      set forth herein and in Schedule
      5.4
      attached
      hereto, no consent, approval or authorization of, or declaration, filing or
      registration with, any Governmental Entity, or any other person is required
      to be made or obtained by Hangson in connection with the execution, delivery
      and
      performance of this Agreement and the consummation of the transactions
      contemplated hereby.

     

    5.5.
       Compliance
      with Law. To
      Buyer's knowledge, Buyer and the conduct of its business are in material
      compliance with all applicable material laws, statutes, ordinances and
      regulations, whether federal, national, state, provincial or local and whether
      foreign or domestic, except where the failure to comply would not have a
      material adverse effect on the business or financial condition of Buyer and
      its
      subsidiaries, taken as a whole. Buyer has not received any written notice to
      the
      effect that, or otherwise been advised that, it is not in compliance with any
      of
      such statutes, regulations, orders, ordinances or other laws where the failure
      to comply would have a material adverse effect an the business or financial
      condition of Buyer and its subsidiaries, taken as a whole.

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
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    5.6.
       Compliance
      with Reporting.  As
      of the
      Closing Date, Sino Clean shall be current in, and in compliance with all
      requirements of, all filings required to be tendered to the SEC pursuant to
      the
      Securities Act and the Exchange Act.  Said filings shall contain all
      of the information required pursuant to the Exchange Act and, to the best
      knowledge of Buyer, will not fail to state any material facts which were
      required to be so stated.  Buyer shall be responsible for all Securities
      Act and Exchange Act filings, together with the costs associated therewith,
      as a
      consequence of this transaction.

     

    5.7.
       Buyer
      Acknowledgments.
      Buyer,
      acting through its own management personnel, counsel, and accountants has been
      given the opportunity to inspect and examine the books, documents, records,
      Contracts, Leases, Licenses, permits, purchase agreements and other agreements,
      business arrangements and commitments including but not limited to those
      described in the Schedules and Exhibits attached hereto (collectively the
“Records”)
      of
      Seller for purpose of determining the acceptability to Buyer of Seller's titles
      to the Registered Capital.  

    


    5.8.
       Material
      Misstatements or Omissions. No
      representations or warranties by Buyer in this Agreement nor any document,
      exhibit, certificate or schedule furnished to Seller pursuant hereto, contains
      or will contain any untrue statement of a material fact, or omits or will omit
      to state any material fact necessary to make the statements or facts contained
      therein not misleading.  Copies of all documents furnished to Seller
      hereunder are true and complete copies of the originals thereof in all material
      respects.

     

    Article
      6

    Additional
      Covenants of Seller and Buyer

     

    Seller,
      on the one hand, and Buyer, on the other hand, covenant with each other as
      follows:

     

    6.1.
       Consents
      and Best Efforts. Within
      five (5) business days after the execution of this Agreement, Seller and Buyer
      will commence all commercially reasonable action required hereunder, and Seller
      will cooperate with Buyer as is necessary, to obtain all applicable consents,
      approvals and agreements of, and to give all notices and make all filings with,
      any third parties as may be necessary to authorize, approve or permit the full
      and complete sale, conveyance, assignment or transfer of the Registered Capital
      and the Stock Consideration.  In addition, subject to the terms and
      conditions herein provided, each of the parties hereto covenants and agrees
      to
      use its best efforts to take or cause to be taken all things necessary, proper
      or advisable under applicable laws and regulations to consummate and make
      effective the transactions contemplated hereby.

     

    6.2.
       Notification
      of Certain Matters.
      Seller
      shall give prompt notice to Buyer, and Buyer shall give prompt notice to Seller,
      of (i) the occurrence, or failure to occur, of any event which occurrence or
      failure that would be likely to cause any of its representations or warranties
      made in, or pursuant to, this Agreement to be untrue or inaccurate in any
      material respect, and (ii) any material failure of Seller or Buyer, as the
      case
      may be, to comply with or satisfy any covenant, condition or agreement to be
      complied with or satisfied by it hereunder. Each party shall use all reasonable
      commercial efforts to remedy any material failure on its part to comply with
      or
      be satisfied by it hereunder.

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            10

          
            

          

        

        
           

        

      

    

     

    6.3
       Brokers.
      Buyer
      and
      Seller have had no dealings with any broker or finder in connection with this
      Agreement or the transactions contemplated hereby and no broker, finder or
      other
      person is entitled to receive any broker's commission or finder's fee or similar
      compensation in connection with any such transaction.  Each of the
      Parties agrees to defend, indemnify and hold harmless, in the manner herein
      provided, the other from, against, for and in respect of any and all claims,
      suits, expenses, attorneys fees, costs or other losses sustained by the other
      as
      a result of any liability or obligation to any broker or finder on the basis
      of
      any arrangement, agreement or acts made by or on behalf of such other Party
      with
      any person or persons whatsoever.

     

    6.4.
       Payments.
      Neither
      party hereto has, directly or indirectly knowingly paid or delivered any fee,
      commission or other sum of money or item or property, however characterized,
      to
      any finder, agent, government official or other party, in the United States
      or
      any other country, which is in any manner related to the business or operations
      of either party’s business, and which such party knows or has reason to believe
      to have been illegal under any federal, national, state, provincial or local
      laws of the United States or any other country having jurisdiction.

     

    6.5.
       Notices
      of Certain Events.  Prior
      to the Closing, Seller shall promptly notify Buyer of: 

    


    (a) Any
      notice or other communication from any person or entity alleging that the
      consent of such person or entity is or may be required in connection with the
      transactions contemplated by this Agreement;

    


    (b) Any
      notice or other communication from any Governmental Entity in connection with
      the transactions contemplated by this Agreement; and

    


    (c) Any
      actions commenced, or to the knowledge of Seller threatened against, relating
      to, involving, or otherwise affecting Seller or any of their property, or any
      disputes, conflicts or circumstances providing the basis for any dispute or
      conflict, which, if in existence on the date of this Agreement would have been
      required to have been disclosed by Seller to Buyer pursuant this Agreement
      or
      which relate directly or indirectly to the consummation of the transactions
      contemplated by this Agreement.

      

    6.6.  Exclusivity.  Unless
      and until this Agreement has been terminated in accordance with Section
      10
      below,
      neither Seller nor its respective Representatives, agents or employees, will
      solicit or accept offers from, provide information or assistance to, or
      negotiate or enter into any agreement or understanding (written or oral) with,
      any other person or entity regarding (i) the sale or other disposition of,
      or
      the granting of any security interest, lien or encumbrance on, any of the
      Registered Capital; or (ii) any other transaction, except as otherwise provided
      hereunder, which would cause or result in any change, other than of an
      immaterial nature, in or adversely affect the Businesses of Suo’ang New Energy
      or otherwise interfere with the consummation of the transactions contemplated
      herein.

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            11

          
            

          

        

        
           

        

      

    

     

    Article
      7

    Closing
      Documents

     

    7.1.
       Buyer’s
      Deliveries. On
      or
      prior to the Closing Date, Buyer shall deliver the following to
      Seller:

    


    (a) Certificate(s)
      representing the Shares registered in the name of Seller; 

    


    (b) A
      duly
      executed copy of resolutions unanimously adopted by the board of directors
      of
      Sino Clean and of Hangson approving the execution and delivery of this Agreement
      to Seller and the consummation of the transactions contemplated hereby, in
      such
      form as may be reasonably acceptable to Seller's counsel; 

    


    (c) An
      opinion of counsel to Buyer, addressed to Seller as to the corporate
      organization and good standing of Buyer, non-contravention, the due
      authorization of the transactions contemplated hereby and the enforceability
      of
      this Agreement; and

    


    (d) Such
      other documents that Seller may reasonably deem necessary or appropriate in
      order to consummate the transaction contemplated herein.

    


    7.2.
       Seller’s
      Deliveries. On
      or
      prior to the Closing Date, Seller shall deliver the following documents to
      Buyer:

    


    (a) All
      documents, including but not limited to all written People’s Republic of China
      (“PRC”) government approval documents required for transfers of registered
      capital in the PRC, that evidence Seller’s full, complete and valid transfer of
      the Registered Capital to Hangson; 

    


    (b) An
      opinion of counsel to the Seller, addressed to Buyer, reasonably acceptable
      to
      Buyer, as to the due authorization of the transactions contemplated hereby,
      non-contravention, the legality of the transactions contemplated hereby under
      the laws of the PRC and the enforceability of this Agreement; and

    


    (c) Such
      other documents that Buyer may reasonably deem necessary or appropriate in
      order
      to consummate the transaction contemplated herein.

     

    Article
      8

    Actions
      by Seller and Buyer After Closing

     

    8.1.
       Books
      and Records. Each
      Party agrees that it will cooperate with, and make available to, the other
      party, upon reasonable written notice of inspection and during normal hours,
      all
      books and records, and information retained and remaining in existence after
      the
      Closing Date which are necessary or useful in connection with any Tax inquiry,
      audit, investigation or dispute, any litigation or investigation or any other
      matter requiring any such books and records, information or employees’ access
      for any reasonable business purpose.  The Party requesting any such
      books and records or information shall bear all of the out-of-pocket costs
      and
      expenses (including, without limitation, attorneys' fees, but excluding
      reimbursement for salaries and employee benefits) reasonably
      incurred in connection with providing access to such books and records or
      information.  Buyer may require certain financial information relating
      to Seller for periods after the Closing Date for the purpose of filing national,
      provincial, local and foreign Tax Returns and other governmental reports, and
      Seller agrees to furnish such information to Buyer at Buyer's reasonable
      request.


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
        Page
          12

        
          

        

      

      
         

      

    

     

    8.2.
       Survival
      of Representations, and Warranties. All
      representations and warranties contained herein or in any certification or
      instrument delivered pursuant to this Agreement or the transactions contemplated
      hereby shall survive for a period of two (2) year from the execution and
      delivery hereof and the consummation of the transactions contemplated
      hereby.

     

    8.3.
       Indemnification.
      Buyer
      and
      Seller each agree to indemnify and hold the other harmless from and against
      all
      claims, damage, losses, liabilities, costs and expenses, including, without
      limitation, settlement costs and any legal, accounting or other expenses for
      investigating or defending any actions or threatened actions (the “Indemnified
      Liabilities”)
      incurred by the other in connection with:

    


    (a) Any
      material breach of any representation or warranty made in this Agreement by
      the
      Party against whom indemnification is sought; or

    


    (b) Any
      material misrepresentation contained in any statement, certificate, exhibit
      or
      schedule to this Agreement furnished by the Party against whom indemnification
      is sought; or

    


    (c) Any
      material breach of or failure to perform any covenant, agreement or obligation
      contained in this Agreement or in any related documents or other certification
      or instrument contemplated hereby.

    


    8.3.1
       Claims
      for Indemnification.
      Whenever
      any claim shall arise for indemnification hereunder (a “Claim”),
      the
      Party seeking indemnification (the "Indemnified
      Party")
      shall
      promptly notify each Party from whom indemnification is sought (the
      "Indemnifying
      Party")
      of the
      Claim and, when known, the facts constituting the basis for the
      Claim.  In the event of any such claim for indemnification results
      from or is in connection with any Claim or legal proceedings by a third party,
      the notice to the Indemnifying Party shall specify, if known, the amount or
      an
      estimate of the amount, of the liability arising therefrom.  The
      Indemnified Party shall not settle or compromise any Claim by a third party
      for
      which it is entitled to indemnification hereunder without the prior written
      consent of the Indemnifying Party, which shall not be unreasonably withheld
      or
      delayed, unless suit shall have been instituted against the Indemnified Party
      and the Indemnifying Party shall not have taken control of such suit after
      notification thereof, as provided in Section
      8.3.2
      of this
      Agreement.

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            13

          
            

          

        

        
           

        

      

    

     

    8.3.2
       Defense
      of Claims.
      If a
      Claim results from, or arises out of, any claim or legal proceeding by a person
      who is not a party to this Agreement, the Indemnifying Party, at its sole cost
      and expense, may, upon written notice to the Indemnified Party, assume the
      defense of any such Claim or legal proceeding, with counsel reasonably
      satisfactory to the Indemnified Party.  The Indemnified Party shall be
      entitled to participate in (but not control) the defense of any such action,
      with its counsel and at its own expense.  If the Indemnifying Party
      does not assume the defense of any such Claim or litigation resulting therefrom
      within ten calendar (10) days after notice of such Claim is given to the
      Indemnified Party, then, (i) the Indemnified Party may defend against such
      Claim
      or litigation in such manner as it may deem appropriate, including, but not
      limited to, settling such claim or litigation, after giving notice of the same
      to the Indemnifying Party, on such terms as the Indemnified Party may deem
      appropriate, and (ii) the Indemnifying Party shall be entitled to participate
      in
      (but not control) the defense of such action, with its counsel and at its own
      expense.  If the Indemnifying Party thereafter seeks to question,
      defend against or limit liability as a result of the manner in which the
      Indemnified Party defended such third party Claim or litigation, or the amount
      or nature of any such settlement, the Indemnifying Party shall have the burden
      to prove by a preponderance of the evidence that the Indemnified Party did
      not
      defend or settle such third party Claim or litigation, in a reasonably prudent
      manner.

     

    8.3.3  Payment.
      Upon
      judgment, determination, settlement or compromise of any third party Claim
      (a
“Determination”)
      in a
      manner provided for by Section 8.3.2, the Indemnifying Party shall promptly
      pay
      on behalf of the Indemnified Party or to the Indemnified Party in reimbursement
      of any amount theretofore required to be paid by it, the amount so determined
      by
      such Determination with respect thereto, unless in the case of a judgment an
      appeal is made from the judgment.  If the Indemnifying party desires
      to appeal from an adverse judgment, then the Indemnifying Party shall post
      and
      pay the cost of the security or bond to stay execution of the judgment pending
      appeal.  Upon the payment in full by the Indemnifying Party of such
      amounts, the Indemnifying Party shall succeed to the rights of such Indemnified
      Party, to the extent not waived in settlement, against the third party who
      made
      such third party Claim.

     

    8.4.
       Further
      Assurances. Both
      at
      and after Closing, each Party shall prepare, execute and deliver, at the other's
      direction and expense, such further instruments of conveyance, sale, assignment
      or transfer and such other documents, and shall take or cause to be taken such
      other or further action, as the Party shall reasonably request at any time
      or
      from time to time in order to perfect, confirm and evidence Hangson’s title to
      all or any part of the Registered Capital and/or to perfect Seller's right
      to,
      and receipt of, the Shares, or to consummate, in any other manner the terms
      and
      provisions of this Agreement.

     

    8.5.
       No
      Prohibited Assignment: Best Efforts. This
      Agreement shall not constitute an agreement to assign any claim, contract,
      license, lease, commitment, sales order or purchase order if any attempted
      assignment of the same without the consent of the other Parties thereto would
      constitute a breach thereof or in any way affect the rights of the Parties
      thereunder and such consent has not been obtained.  If such consent is
      not obtained or if any attempted assignment would be ineffective or would affect
      a Party rights thereunder so that such Party would not in fact receive all
      such
      rights, then, the other Party shall use its best efforts to cause the affected
      Party to be placed in the same economic position as if such consent or
      assignment had been effected.  In doing so, the other Party shall
      thereafter not be in breach of its related representations and warranties under
      this Agreement.


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
        Page
          14

        
          

        

      

      
         

      

    

     

    Article
      9

    Other
      Conditions to Obligations of Buyer and Seller

     

    9.1.
       Conditions
      to Obligations of Buyer.  The
      obligation of Buyer to consummate the acquisition and the other transactions
      contemplated by this Agreement shall be subject to the fulfillment of all of
      the
      following conditions, unless waived by Buyer in writing or through closing
      this
      transaction:

    


    (a) The
      representations and warranties of Seller set forth in this Agreement and not
      qualified as to materiality shall be true and correct in all material respects
      as of the date of this Agreement and as of the Closing as though made at and
      as
      of the Closing. The representations and warranties of Seller set forth in this
      Agreement and qualified as to materiality shall be true and correct as of the
      date of this Agreement and as of the Closing as though made at and as of the
      Closing.

    


    (b) Seller
      shall have performed and observed in all material respects all obligations
      and
      conditions to be performed or observed by Seller under this
      Agreement.

    


    (c) Seller
      shall have received such third party consents and approvals required because
      of
      this Agreement or the transactions contemplated by this Agreement as defined
      by
Section
      4.4
      and
Schedule
      4.4.

    


    (d) No
      action, suit or proceeding shall be pending or threatened before any court,
      arbitrator or other body or administrative agency of any national, provincial,
      local or foreign jurisdiction wherein an unfavorable injunction, judgment,
      order, decree, ruling or charge would prevent consummation of any of the
      transactions contemplated by this Agreement (and no such injunction, judgment,
      order, decree, ruling or charge shall be in effect).

    


    (e) All
      proceedings taken or required to be taken by Seller in connection with the
      transactions contemplated hereby to be consummated at or prior to the Closing
      and all documents incident thereto shall be satisfactory in form and substance
      to Buyer and its counsel.

    


    (f) Seller
      shall have delivered to Buyer all of the documents and other things set forth
      in
Section
      7.2
      hereof.

    


    (g) Seller
      hereby agrees and acknowledges that upon Closing, Seller’s execution of this
      Agreement shall be deemed Seller’s waiver of any and all rights under the
      Registered Capital to any distributions and/or payments from Suo’ang New Energy
      beginning January 1, 2008.

    


    9.2.
       Conditions
      to Obligations of Seller.
      The
      obligation of Seller to consummate the acquisition and the other transactions
      contemplated by this Agreement shall be subject to the fulfillment of all of
      the
      following conditions unless waived by Seller in writing or through closing
      this
      transaction:


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
        Page
          15

        
          

        

      

      
         

      

    

     

    (a)  The
      representations and warranties of Buyer set forth in this Agreement and not
      qualified as to materiality shall be true and correct in all material respects
      as of the date of this Agreement and as of the Closing as though made at and
      as
      of the Closing. The representations and warranties of Buyer set forth in this
      Agreement and qualified as to materiality shall be true and correct as of the
      date of this Agreement and as of the Closing as though made at and as of the
      Closing.

    


    (b) Buyer
      shall have performed and observed in all material respects all obligations
      and
      conditions to be performed or observed by Buyer under this
      Agreement.

    


    (c) Buyer
      shall have received such third-party consents and approvals, including but
      not
      limited to all PRC government approvals, that are required because of this
      Agreement or the transactions contemplated by this Agreement as defined by
      Section
      5.4,
      Schedule
      5.4(a)
      and
Schedule
      5.4(b).

    


    (d) No
      action, suit or proceeding shall be pending or threatened before any court,
      arbitrator or other body or administrative agency of any national, provincial,
      local or foreign jurisdiction wherein an unfavorable injunction, judgment,
      order, decree, ruling or charge would prevent consummation of any of the
      transactions contemplated by this Agreement (and no such injunction, judgment,
      order, decree, ruling or charge shall be in effect).

    


    (e) All
      corporate and other proceedings taken or required to be taken by Buyer in
      connection with the transactions contemplated hereby to be consummated at or
      prior to the Closing and all documents incident thereto shall be satisfactory
      in
      form and substance to Seller and its counsel.

    


    (g) Buyer
      shall have delivered to Seller all of the documents and other things set forth
      in Section
      7.1
      hereof.

    


    Article
      10

    Termination

     

    10.1.
       This
      Agreement may be terminated as provided below:

     

    (a) Buyer
      and
      Seller may terminate this Agreement by mutual written consent at any time prior
      to the Closing;

    


    (b) Buyer
      may
      terminate this Agreement by giving written notice to Seller at any time prior
      to
      the Closing: (i) by reason of the failure of the fulfillment of any condition
      under Section
      9.1
      by
      Seller, or (ii) if the Closing shall not have occurred on or before July 15,
      2008; and

    


    (c) Seller
      may terminate this Agreement by giving written notice to Buyer at any time
      prior
      to the Closing: (i)
      by
      reason of the failure of fulfillment of any condition under Section
      9.2
      by
      Buyer, or
      (ii)
      if the
      Closing shall not have occurred on or before July 15, 2008.


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
        Page
          16

        
          

        

      

      
         

      

    

     

    10.2.
       Notwithstanding
      anything in this Section
      10
      to the
      contrary, no Party may terminate this Agreement if the circumstances giving
      rise
      to such Party’s right to terminate results primarily from such Party itself
      breaching any representation, warranty, or covenant contained in this
      Agreement.  In addition, each Party acknowledges that a failure by a
      Party to complete the transaction contemplated by this Agreement will cause
      irreparable and continuing damage to the other Party, and that actual damages
      for any such failure are not ascertainable and would otherwise be inadequate
      and
      that the other Party will therefore have no adequate remedy at
      law.  Consequently, each Party agrees that the
      other
      Party, its affiliates, successors and assigns, shall be entitled to specific
      performance of any of the provisions of this Agreement.

     

    Article
      11

    Miscellaneous

     

    11.1.
       Notices.
      All
      notices and other communications required or permitted under this Agreement
      shall be deemed to have been duly given if made in writing and if served either
      by personal delivery to the party for whom intended or by being deposited,
      delivery charges prepaid, with a reputable international courier service bearing
      the address shown in this Agreement for, or such other address as may be
      designated in writing hereafter by, such Party.

     

    If
      to
      Buyer:            

    


    Sino
      Clean Energy Inc.

    Room
      2205, Suite A, Zhengxin Building

    No.
      5,
      Gaoxin 1st Road

    Gao
      Xin
      District, Xi’an

    Shaanxi
      Province, PRC

    Attn:
      Mr.
      Baowen Ren

    Tel:
      (029) 8406 7376

    Fax:
      (029) 8406 7375

    


    Hangson
      Limited

    Room
      2205, Suite A, Zhengxin Building

    No.
      5,
      Gaoxin 1st Road

    Gao
      Xin
      District, Xi’an

    Shaanxi
      Province, PRC

    Attn:
      Mr.
      Baowen Ren

    Tel:
      (029) 8406 7376

    Fax:
      (029) 8406 7375

     

    If
      to
      Seller:

    


    Peng
      Zhou

    Room
      2205, Suite A, Zhengxin Building

    No.
      5,
      Gaoxin 1st Road

    Gao
      Xin
      District, Xi’an

    Shaanxi
      Province, PRC

    Tel:
      (029) 8406 7376

    Fax:
      (029) 8406 7375


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
        Page
          17

        
          

        

      

      
         

      

    


    


    11.2.
       Entire
      Agreement.
      This
      Agreement, together with the schedules, exhibits and certificates annexed
      hereto, merges and supersedes all prior and contemporaneous understandings,
      oral
      or written, of the Parties hereto and sets forth the entire understanding of
      the
      Parties with respect to the subject matter hereof.  Unless expressly
      provided for to the contrary under this Agreement, no term or condition of
      this
      Agreement may be waived or modified, in whole or in part, except by a writing
      signed by each of the Parties hereto.  No waiver of any provision of
      this Agreement in any instance shall be deemed to be a waiver of the same or
      any
      other provision in any other instance.

     

    11.3.
       Binding
      Effect and Assignments.
      This
      Agreement shall be binding upon, enforceable against and inure to the benefit
      of, the Parties hereto and their respective heirs, administrators, executors,
      personal representatives, successors and assigns, and nothing herein is intended
      to confer any right, remedy or benefit upon any other person.  This
      Agreement may not be assigned by either Party except with the prior written
      consent of the other Party.

    


    11.4.
       Captions.  The
      article and section headings of this Agreement are inserted for convenience
      only
      and shall not constitute a part of this Agreement in construing or interpreting
      any provision thereof.

     

    11.5.
       Expenses
      of Transaction.  Except
      as otherwise stated herein, each of the Parties hereto shall bear and pay,
      without any right of reimbursement from any other Party, all costs, expenses
      and
      fees incurred by it on its behalf incident to this transaction and the
      performance of such Party's obligations hereunder, whether or not the
      transactions contemplated by this Agreement are consummated, including, without
      limitation, any broker's or finder's fees, costs incident to the transfer of
      any
      securities and the fees and disbursements of counsel, accountants and
      consultants (including investment banking firms/advisors) employed by such
      Party.

     

    11.6.
       Counterparts.
      This
      Agreement may be executed simultaneously in multiple counterparts, each of
      which
      shall be deemed an original, but all of which taken together shall constitute
      one and the same instrument.

     

    11.7.
       Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, Seller and Buyer hereby agree that such court shall
      have
      jurisdiction to reform such provision so that it is enforceable to the maximum
      extent permitted by law, and the parties agree to abide by such court's
      determination.  In the event that any provision of this Agreement
      cannot be reformed, such provision shall be deemed to be severed or limited,
      but
      only to the extent necessary to render such provision and this Agreement
      enforceable, and every other provision of this Agreement shall remain in full
      force and effect.

     

    11.8.
       Governing
      Law.
      The
      interpretation and construction of this Agreement, and all matters relating
      hereto, shall be governed by and enforced in accordance with the internal laws,
      and not the law of conflicts, of the state of Nevada applicable to all
      agreements made and to be performed in such state. The parties hereto agree
      that
      all actions and proceedings relating directly or indirectly hereto shall be
      litigated in any state court or federal court of competent jurisdiction located
      in Clark County, Nevada and the parties hereto expressly consent to the
      jurisdiction of any such courts and to venue therein.  In the event of
      any litigation arising out of a breach of this Agreement, the prevailing party
      shall be entitled to reasonable attorneys fees and court costs at the trial
      and
      appellate levels.

     

    11.9.
       Remedies.
      The
      remedies hereunder shall be cumulative and not alternatives; the election of
      one
      remedy for a breach shall not preclude pursuit of other remedies.

     

    [Signature
      Page Follows]

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            18

          
            

          

        

        
           

        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement
      as
      of the date first written above.

     

    
      
        	
                SELLER:

              
	 	 	 
	
                PENG
                  ZHOU

              	 
	 	 	 
	
                /s/
                  Peng Zhou

              	 
	
                Peng
                  Zhou

              	 	 
	 	 	 
	 	 	 
	
                BUYER:
                  

              
	 	 	 
	
                SINO
                  CLEAN ENERGY INC.

              
	 	 	 
	 	 	 
	
                By:
                  

              	
                /s/
                  Baowen Ren

              	 
	
                 

              	
                Baowen
                  Ren

              	 
	
                 

              	
                Chief
                  Executive Officer, President

              	 
	 	 	 
	 	 	 
	
                HANGSON
                  LIMITED

              
	 	 	 
	 	 	 
	
                By:
                  

              	
                /s/
                  Baowen Ren

              	 
	
                 

              	
                Baowen
                  Ren

              	 
	
                 

              	
                Sole
                  Director

              	 
	 	 	 
	 	 	 
	 	 	 
	
                ACKNOWLEDGED:

              
	 	 	 
	
                SHAANXI
                  SUO’ANG NEW ENERGY ENTERPRISE
                  COMPANY LIMITED

              
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Baowen Ren

              	 
	
                 

              	
                Baowen
                  Ren

              	 
	
                 

              	
                Chairman

              	 


      

    


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
        Page
          19

        
          

        

      

      
         

      

    

     

    SCHEDULE
      1.1(a)

    Contracts

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            20

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      1.1(b)

    Leases

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            21

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      1.1(c)

    Licenses

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            22

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      4.4

    Consents
      and Approvals for Seller

     

    
      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            23

          
            

          

        

        
           

        

      

    

    


    SCHEDULE
      4.5

    Pending
      or Threatened Actions

    

      
        
          SINO
            CLEAN ENERGY

        

        
          Page
            24

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      4.6

    Other
      Agreements to Sell the Registered Capital

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            25

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      4.8

    Officers,
      Directors and Employees and Post Closing Arrangements

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            26

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      5.4(a)

    Consents
      and Approvals for Sino Clean

    

      
        
          
            SINO
              CLEAN ENERGY

            
              SECURITIES
                PURCHASE AGREEMENT

            

          

        

        
          Page
            27

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      5.4(b)

    Consents
      and Approvals for Hangson

    


    
      
        
          SINO
            CLEAN ENERGY

          
            SECURITIES
              PURCHASE AGREEMENT

          

        

      

      
        Page
          28