SPD BANK
            Mortgage contract of movables—special for single
    transaction





Shanghai Pudong Development
Bank





Mortgage
Contract of Movables





(Single)





Shanghai
Pudong Development Co., Ltd. Xi’an Branch










SPD BANK
            Mortgage contract of movables—special for single
    transaction





Mortgage
Contract of Movables




Code:
YB7201201028009101


Mortgager:
Xi’an Xilan Natural Gas Co., Ltd


Mortgagee:
Shanghai Pudong Development Stock Co., Ltd Xi’an Branch





Whereas:


To ensure
that the debtor follows various duties fully and timely under the main contract
(see details in article 10 of the contract), ensure the realization of credit of
creditor, the mortgager is willing to provide mortgage guarantee with the
collateral under the contract voluntarily and it bears guarantee
responsibilities for all the liabilities of the debtor under the main
contract.


Through
inspection, the creditor agrees the mortgager to provide mortgage guarantee. The
contract is stipulated to make the rights and duties of the two parties for the
two parties to follow.





Article
1 Collateral


See
details for collateral in article 10 of the contract and appendix I of the
contract.




Article
2 Main credit and mortgage guarantee


1.
            Main
      credit be guaranteed


(1)
            The
      detailed conditions of the main credit under the contract are illustrated
      in article 10 of the contract.


(2)
            The
      “due” and “expiry” in the contract includes condition that the creditor
      declares due in advance.


2.
Guarantee scope


The
guarantee scope besides the main credit in the contract associates with interest
generated(the interest in the contract includes interest, fine interest and
compound interest), fine for breach, damage liquidated, handling charge and
other expenses for signing and fulfilling of the contract and expenses for
realizing guarantee right and credit (including but not limit to disposal
expenses, tax, claim expenses, auction expenses, charges of lawyers and expenses
for accommodation and traveling) and cash deposit added on the request of
creditor after the main contract is effective.


3.
Priority of compensation


The
mortgagee enjoys primary priority of compensation. The mortgagee can enforce
mortgage right directly under the contract rather than enforce the guarantee
right(if any) to the creditor antecedently. The mortgager agrees that under no
condition, the mortgagee does not enforce or not enforce any right under the
loan documents with creditors in time, including but not limit to credit, the
security right and breach remedy right should be regarded as be negligent or
quit to enforce the rights and will not affect his fully enforcing rights under
the contract.


4.
Alternation of the main contract


The
rights and benefits of the creditor under the main contract will not be affected
under conditions such as that the creditor gives any moratorium to the debtor,
any delayed repayment term or the creditor and debtor modify, alter and displace
any clause of the main contract; if above conditions occur, it is regarded as
that the mortgager has agreed forehand and the guarantee responsibilities will
not be relieved for above reasons.








SPD BANK
            Mortgage contract of movables—special for single
    transaction





If the
creditor issues opening letter of credit, letter of guarantee or spare letter of
credit to the debtor under the main contract, it is not necessary to get the
permission of the guarantor or notify the guarantor further if the creditor and
debtor make any modification to letter of credit, letter of guarantee or spare
letter of guarantee under the main contract; the modification will be regarded
that has been agreed by the guarantor in advance and the guarantee
responsibilities of the guarantor will not be relieved for above
reasons.




Article
3 Registration of the collateral


1. The
collateral under the must be registered legally and the two parties should
handle collateral registration with related materials and the contract in 7 bank
business days since the contract is signed ; the contract comes into force on
the date it is registered.


On the
request of the mortgagee, the mortgager should also handle notary of compulsory
enforcement effect in the authority designated by the mortgagee and the
mortgager accepts the compulsory enforcement voluntarily.


2. the
collateral under the contract does not belong to legal compulsory registration
requirements, the two parties should handle collateral registration with related
materials and the contract in 7 bank business days since the contract is
effective since it is signed.


3. If
there is collateral must be registered in accordance with laws as well as
collateral be registered voluntarily, different collaterals should be handled
registration procedures according to regulations for above two clauses and the
contract comes into force on the date the mortgage registration for the contract
is finished.


4. If the
mortgagee and debtor have reached agreement on extending the term for the
fulfilling term, it does not need to get the agreement of mortgager. The
mortgagee should handle renewal registration in original registration authority
together with mortgagee within 30 bank business days before due of liability
fulfillment term with extending related agreement , original Registration
Certificate of Enterprise Movables Collateral and other related statement
documents (if any). The extending related agreement comes into force on the date
that the mortgagee reacquires the Registration Certificate of Enterprise
Movables Collateral and other certificate documents.


5. The
mortgager should hand over the various documentations, certificate documents,
and mortgage registration documents related to the collateral to mortgagee for
storage.


6. 7 bank
business days from the mortgager repays off or liquidates all the credit
guaranteed with the collateral, the mortgager should apply to the mortgagee in
writing and the mortgagee should hand back the kept mortgage documentation and
other related certificates after inspection and the mortgagee has no duty any
more; the mortgager should handle cancellation procedures in original
registration department.





Article
4 Insurance of collateral


1.
            The
      insurance covering duty of the mortgager is listed as
    follows:








SPD BANK
            Mortgage contract of movables—special for single
    transaction





(1)
            On
      the request of mortgagee, the mortgager handles property insurance of
      enough amounts to the collateral whose first beneficiary is the mortgagee
      in insurance company recognized by mortgagee within five days after the
      contract is signed.


(2)
            If
      it is impossible to handle property insurance with the mortgagee as the
      first beneficiary, related equity transfer or alternation procedures
      should be handled according to item (3) in the article after handling
      insurance whose first beneficiary is not the
  mortgagee.


(3)
            if
      the mortgager has handled corresponding property insurance to the
      collateral before signing the contract, he should transfer all the
      benefits (including claim and insure benefit) stated in Contract of
      Insurance or handle insurance benefit transfer or change procedures 5 days
      after the contract is signed till the mortgager has all the credits
      guaranteed with the collateral to the mortgagee, which should be agreed or
      noted in the insurance cover or insurance
  contract.


2. The
insurance benefit of the mortgagee should not less than amount of all credits
guaranteed with the collateral and the due date for the insurance should be six
months after the expiry of liability fulfillment under the main contract; but
before credits under the main contract are liquidated, the mortgagee has right
to ask the mortgager to continue to purchase insurance according to the article
till all the credits under the main contract are liquidated.


3. Before
the debtor liquidates all the credits guaranteed with the collateral, if there
is insurance accident, all the benefits under the insurance contract will be
accepted and distributed by the mortgagee. The insurance benefits and
compensation fund will be deposited to account designated by the mortgagee as
the mortgage property of main contract to liquidate all the credits in advance
or liquidate when the credit is due. If there is remnant, the remnant part will
be returned to the mortgager after liquidation. If there is any damage to
collateral , while the insurance benefit paid by the insurance company is not
enough to pay all the liabilities or the damage is not in insurance scope, the
mortgagee has right to ask the mortgager to liquidate the short part or add
corresponding insurance.


4. The
mortgager should hand over the insurance contract and other related legal
documents to the mortgagee for keeping and pay related insurance premium and other related
expenses in time and observe guarantee in insurance contract and other
requirements and provide latest payment receipt of insurance premium and all or
any related insurance cover and payment receipts on the request of
mortgagee.


5. It is
not allowed to modify or alter Insurance contract and other related legal
documents without prior written permission of the mortgagee. It is not allowed
to relieve duties that the insurance company undertakes, terminate rights and
power in the above legal documents and it is not allowed to quit right claim to
behaviors of breach in above legal documents and it is not allowed to be against
duties in the insurance contract.


6. Under
the condition that the mortgager does not fulfill the responsibilities, the
mortgagee can purchase insurance for the mortgager (but not necessary), while
the related expenses will be paid to the mortgagee in 7 days after receiving
notice of the mortgagee.








SPD BANK
            Mortgage contract of movables—special for single
    transaction





7. During
the insurance term, the mortgager must hand in insurance premium timely and
should not break up the insurance with any reasons. Otherwise, the mortgagee has
right to apply for insurance for him to continue the above insurance and
mortgager must pay the premium and related interests paid by mortgagee for him
in 7 days after receiving notice of the mortgagee.




Article
5 Disposal of the collateral and realization of mortgage right





1.
            Under
      following conditions, the mortgagee has right to dispose collateral to
      realize mortgage right or to make up insurance
  premium.


(1)
            The
      debtor breaches clauses under the main
contract;


(2)
            There
      is condition that the creditor can realize credit in
    advance;


(3)
            The
      mortgager breaches the clauses under the
  contract;


2.
            As
      above article, the mortgagee has right to negotiate with mortgager to
      amortize with the collateral or gets compensation with money by auctioned
      or sold the collateral; if they can not get agreed, the mortgagee has
      right to sue to people’s court.


3.
            After
      the mortgagee disposes the collateral, if the mortgagee has made advances,
      money from disposing mortgagee will be used to liquidate all the credits
      guaranteed with the collateral; if the mortgagee does not make advances,
      the money from disposing the collateral will be transferred to the special
      cash deposit account that the mortgagee sets for the debtor’s external
      payment and as cash deposit when mortgagee make
  advances.





Article
6 Representation and guarantee





1. The
mortgager makes following representations and guarantee to the
mortgagee:


(1)
            The
      mortgager is an independent legal body that is of essential right
      abilities and can fulfill duties under the contract with its own name and
      bear civil responsibilities
independently.


(2)
            The
      mortgager has right to sign the contract and has finished all the
      authority and approval for entering into the contract and fulfilling its
      duties under the contract. All the clauses are the expressions of true
      intention and interest , which the mortgager
  legally.


(3)
            The
      mortgager promises to observe laws and principles. The signing and
      fulfillment of the contract will not be against the laws that the
      mortgager should follow(the laws in the contract refer to laws,
      regulations, rule , local regulation and judicial interpretation,
      regulations, related documents of authority department , judgment and
      adjudication ; the signing and fulfillment of the contract should not
      conflict with any contract, agreement and that the mortgager has signed or
      other duties the mortgager should
bear.


(4)
            The
      mortgager promises that all the financial statements he has offered are in
      accordance with laws of People’s Republic of China and the statements
      reflect the financial status of the mortgager truly, completely and
      fairly; what’s more, all the materials and document information that the
      mortgager supplies during the process of signing and fulfilling the
      contract is true, effective, accurate without any
  disguise.








SPD BANK
            Mortgage contract of movables—special for single
    transaction





(5)
            The
      mortgager guarantees to complete the record, registration and other
      procedures necessary for fulfilling of the contract and pay related tax
      and expenses.


(6)
            Since
      the issue of the lasted audited financial statement , there is no
      disadvantage change for the operation condition and financial status of
      the mortgager.


(7)
            The
      mortgager has enclosed the truth and status what he know or he should know
      which are significant to mortgagee’s deciding whether allow financing
      under the main contract.


(8)
            The
      mortgager confirms that there is no delinquency or will not turn up any
      delinquency including but not limit to employee’s salaries, medical care,
      injury subsidiary, gratuity and other compensation fund these
      conditions.


(9)
            The
      mortgager guarantees there is no condition or case that brings or may
      bring great disadvantage effect to fulfillment ability of the
      mortgager.


2.
            The
      mortgager further promises as
follows:


(1)
            Since
      the contract is signed, there is no any mortgage right, lien and other
      guarantee benefit that the mortgagee is not clear; in the duration for
      mortgage under the contract, besides the regulations of the contract, the
      mortgager guarantees that he will not set mortgage right, lien and other
      guarantee benefit to any other third party besides mortgagee without
      written permission of the
mortgagee.


(2)
            The
      mortgager promises that during the validity term of the contract, the
      mortgager should not repay off other liabilities associated with the
      collateral without prior written permission of the
    mortgagee.




Article
7 Covenants





1.
            Duties
      of the mortgager


(1)
            The
      mortgager promises not to adopt following actions without getting written
      permission of the mortgagee:


 ̈
            Sell,
      donate, lease, transfer, mortgage or pledge or dispose great capital in
      whole or in part in other modes.


 ̈
            There
      is great alternation for operation system or equity organization type ,
      including but not limit to contracting, leasing, joint-operation, reform
      of company system, stock system reform, transfer of equity, merging ,
      joint adventure (or cooperation), separation, establishment of
      subsidiaries , equity transfer and capital reduction
  etc..


 ̈
            Modify
      the regulations of the company, change the business scope and main
      business of the company


 ̈
            Guarantee
      for the third party which brings disadvantage effect to fulfilling ability
      and financial status under the
contract.


 ̈
            Apply
      for restructuring, bankruptcy or dismissing the
  company


 ̈
            Sign
      contract/agreement or bear duties which will greatly affect the fulfilling
      ability under the contract







SPD BANK
              Mortgage contract of movables—special for single
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  (2)
                The
      mortgager promises if following cases occur, he will notify the mortgagee
      on the date that the matter occurs and send the originals of related
      notices( requiring seal for non-natural person and approval for natural
      person) of the matter in five bank business days to the
      mortgagee.


 ̈
            Events
      happen lead to inaccuracy and unreality of the representations and
      guarantee of the mortgager under the
contract.


 ̈
            The
      mortgager or its holding shareholders, actual controller or its related
      party associates with claim, arbitration or its capital is levied,
      attached, frozen and enforcement measures or be adopted other measures
      with same force, or its legal representative, directors ,supervisors ,
      senior management personnel associate with claim, arbitration and other
      enforcement measures.


 ̈
            The
      legal representative of the mortgager(if any) or its authorized agent,
      principal, chief financial principal, address, name of enterprise and
      business site alternation or there is disadvantage change for dwelling
      address of the mortgager, normal dwelling place, change of working unit,
      or not being in the dwelling city for long, change of name or change of
      income.


 ̈
            The
      ownership of the collateral arises dispute or there is any disadvantage
      effect from third party to the
collateral


 ̈
            It
      is applied for restructuring and bankruptcy by other creditor or cancelled
      by the authority unit.


(3) If
the third party puts forward any right requirement which affects the benefits of
the mortgagee under the contract, the mortgager should take all the applicable
measures to ensure the benefits of the mortgagee.


(4) The
mortgager should bear all the expenses under the contract for evaluation of the
collateral, registration, notary, appraisal, and insurance, keeping, sustaining
value of the collateral and maintaining the benefits of the mortgagee under the
contract.


(5) If
the creditor issues letter of credit, letter of guarantee or spare letter of
credit under the main contract to the debtor, the mortgager promises that if the
debtor does not make up cash deposit (including make up in advance), the
mortgager will bear joint responsibility for making up the deposit and the
mortgager will not be relieved from his responsibilities under the contract. Any
loss (including interest loss) occurs if the mortgager make the cash deposit in
according with the contract should be borne by himself.


(6) When
the mortgagee realizes mortgage right according to the contract, the mortgager
should coordinate actively to handle related procedures to ensure the
realization of mortgagee’s mortgage right.


(7) If
the mortgager is not debtor of the main contract, he promises here that he bears
joint responsibilities for liabilities not liquidated for any of following
cases:


 ̈







SPD BANK
              Mortgage contract of movables—special for single
    transaction


 ̈


 ̈


 ̈


2.
Deduction agreement


(1) If
the mortgager has due liabilities, the mortgagee has right to deduct capital in
any account that the mortgager opened in Shanghai Pudong Development Bank to
liquidate the due liabilities.


(2) The
liquidation order of deduct amount should be firstly to pay off the due expenses
of mortgager and debtor, furthermore to pay off due interest and finally to pay
off due off principal capital unless otherwise stipulated by national
authority.


(3) If
the currency deducted does no conform with currency for liquidation, the
mortgagee has right to pay off according to exchange rate/foreign exchanges he
decides on his own and the exchange rate risk will be borne by the mortgager
himself.


3. Credit
certificate


The
effective documentation of credit guaranteed with the collateral refers to
accountant documentation issued by the mortgagee according to his own business
stipulations.


4. Notice
and delivery


(1)Any
notice sent by one party to the other party under the contract should be sent to
addresses listed in the contract till the other party notifies for altering
address in writing ; as long as sending according to above address, it will be
regarded as successful sending on following date: if it is letters, it will be
7th bank business days since they are sent by registered letter to the main
business site(legal person or its branches or other economic organization) or
dwelling place(nature person); if the sent specially, the date will be the date
of signing in ; it is sent by fax or email, the date will be the day that the
fax or email is sent out. But
receiving time for all the notices, requirements and other communications that
the mortgagee send or delivers will be actual receiving time. What’s more, all
the notices that sent by fax or email to the mortgagee should be sent to the
originals (requiring seal for non-natural person and signing of natural person)
in person or sent to creditor to confirm.


(2) The
mortgager agrees that summoner and notice taking a legal action to him only be
sent to address listed in the contract that is regarded as receiving and if the
change of above address does not be notified to the mortgagee in advance in
writing, then it is invalid to the mortgagee.




Article
8 Events of default and treatment


1. Events
of default


For
following conditions, it will be regarded that the mortgager breaches the
liabilities to the mortgagee:







SPD BANK
              Mortgage contract of movables—special for single
    transaction
 o Any representation,
explanations, guarantee and any notice, authority, approval , agreement and
certificate and other certificates issued by the mortgager according to the
contract and related to the contract are not correct when made or are of
possibility of misleading or has been verified to be incorrect or of misleading
feature or has been verified to be invalid or cancelled or be not of legal
force. The debtor or mortgager can not repay off the due liabilities he bears or
any liabilities, or the debtor breaches or does not follow various duties under
the main contract.


 ̈


 ̈


 ̈




o The mortgager its
holding shareholders, actual controller or its related party associates with
claim, arbitration or its capital is levied, attached, frozen and enforced or be
adopted other measures with same force, or its legal representative, directors
,supervisors , senior management personnel associate with claim, arbitration and
other enforcement measures, which lead to disadvantage effect to the liquidation
ability of the mortgager.


 ̈


 ̈
            the
      mortgager alters and transfers capital or tries to transfer capital in
      guise of marriage relationship.


 ̈
            The
      mortgager donates, exchanges, pre-sells, sells, re-mortgages or disposes
      the collateral in any mode without written permission of the mortgage; or
      the value of the collateral decreases, loses or is damaged greatly, which
      may affect the repayment ability of the
  mortgagee.


 ̈
            The
      mortgager has other behaviors which are to affect the fulfillment of the
      contract or affect the fair benefits of the
  mortgagee.


2.
            Treatment


If any
event of default as above occurs, the mortgagee has right to declare that the
main credit due in advance and asks the debtor to make up cash deposit and can
dispose the collateral according to article 5, the account from disposing the
collateral will be used to liquidate all the credits guaranteed with the
collateral or be used to make up cash deposit; simultaneously, the mortgagee
also can ask the mortgager to pay penalty (the calculation method refers to the
article 10 in the contract). If the mortgagee incurs loss due to not enough
penalty, the mortgager should compensate all the losses that the mortgagee
incurs.




Article
9 Others


1.
Applicable laws


Laws of
People’s Republic of China (excluding to that of Hong Kong, Maco Special
Administrative Region and Taiwan area) are applicable to the
contract.


2.
Settlement of dispute


The
dispute arising should be settled through friendly negotiation ; if it can not
be settled through negotiation, the people’s court at the dwelling place of the
mortgagee has exclusive judicial jurisdiction ; during the
period,  the two parties should continue to fulfill other clauses not
associating with dispute.







SPD BANK
              Mortgage contract of movables—special for single
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3.
            Miscellaneous


(1)
            If
      there is unlisted issue needs to be complemented, the two parties can
      negotiate and record in the article 10 of the contract and they can reach
      another written agreement as the appendix of the contract. The appendix of
      the contract (see details in article 10 of the contract) is a indivisible
      part of the contract and it enjoys the same legal force with the
      contract.


(2)
            The
      terms and expressions in the contract have the same meaning with the main
      contract unless there are special
notes.


(3)
            The
      titles in the contract are just for reference and not served as reference
      of the contents.





Article
10 Contract element clauses


1. The
main contract that the contract guarantees corresponds to whereas clauses of the
contract


(1) The
main contract is fixed assets loan contract signed between the creditor and
debtor on Feb 26, 2010. [Code: 72012010280091]. The creditor under the contract
is loaner.


(2) The
debtor under the main contract is Jinbian County Xilan Natural Gas Liquefaction
Co., Ltd and the business site: South of Tongwan Road, Zhangjiapan town, Jinbian
County.


2. The
collateral under the contract corresponds to the article 1 of the
contract.


See
details of the collateral in collateral list in appendix 1 of the
contract.


List the
details of mortgage rights for collateral with prior mortgage
right:


(Name of
collateral)


The same of the collateral
of this time see details in the list attached.


(Prior
mortgage and guarantee period, guaranteed object, name and code of related
documents (if any) )


Guarantee for 20million Yuan
applied by Xi’an Xilan Natural Gas Co., Ltd to the mortgagee. The code of loan
contract is : 72012009280319


Number of contract of
guarantee: YD 7201200928031901





3. The
main credit guaranteed by the contract corresponds to item (1), clause 1 of
article 2.




þ the main credit
under the contract is under the main contract, the financing that the that the
creditor offers to the debtor will not be over of RMB 120 million Yuan(capital
letter) and the liability fulfillment term (that is loan term in the main
contract ) is 58 months.




x







SPD BANK
              Mortgage contract of movables—special for single
    transaction


4.Treatment
of event of default corresponds to clause 8, article 2 of the
contract.


penalty:
equal to 10% of the main credit or_________/_____________________


5. The
attachments of the contract including: corresponding to (1), 3rd section
of article 9.


(1)《List of the
collateral》


(2)《            》


(3)《            》


(4)《            》


(5)《            》


6.Others
agreed by the two parties correspond to item (1), 3rd clause
of article 9.







7. The
original of the contract is in quintuplicate, while the mortgager holds one, the
mortgagee holds two and the notary agent of the borrower holds two and these
five enjoy the same legal force.





(There is
no text below)





SPD BANK
              Mortgage contract of movables—special for single
    transaction
 (The page
is signing page and no text)





The
contract is signed between the mortgager and mortgagee on Feb 26, 2010;
confirmed by the mortgager, the two parties have discussed and noted all the
clauses and the two parties are not doubtful about all the clauses and have
accurate understanding to the related rights and duties and responsibilities or
liability exemption clauses.




Mortgager
      (seal):
                    Mortgagee
      (seal):


Regal
      representative or authorized agent (signature or seal)
                principal
      or authorized agent
  Ji
      Qin’an
              Yang
      Liqiang
 (applicable
to legal person)




Valid
identification certification type and code:





(Applicable
to natural person)


Dwelling
      place:
              Main
      business site:Zip
      code:
              Zip
      code:Tel:
              Tel:Fax:
              Fax:Email:
              Email:Contact
      person:
              Contact
      person: