|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

Exhibit 4.126

Fixed Assets Loan Contract

No.: 2010 Dai Zi No.139

Borrower: Fugong County Hengda
Hydroelectric Development Co., Ltd.

Business license No.: 530000400004927

Legal representative/ person in charge: John
Douglas Kuhns

|                                                                      |                  
|--------------------------------------------------------------------- | -----------------
|Domicile: Lawu Village Shangpa Town Fugong County Nujiang
 Prefecture | Post Code: 650000

Account bank and account No.: 137214395200

|                  |                  
|----------------- | -----------------
|Tel: 0871-5393538 | Fax: 0871-5393538

Lender: Bank of China Limited Yunnan
Branch

Legal representative/ person in charge: Tan
Jiong

|                                            |                  
|------------------------------------------- | -----------------
|Domicile: No.515 Beijing Road, Kunming City | Post Code: 650051

|                  |                  
|----------------- | -----------------
|Tel: 0871-3107764 | Fax: 0871-3106038

Through consultations on an equal basis, the
Borrower and the Lender agree on the provision of fixed assets loan by the
Lender to the Borrower, and hereby enter into this Contract.

|  |                                                                                                                                                                                                                                                                                                   |                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|1 | Amount of the loan                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                  
|  | Currency of the loan: RMB.                                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                  
|  | Amount of the loan: (in words) Forty million;                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                   | (in numbers) 40,000,000.00
|  |                                                                                                                                                                                                                                                                                                  
|2 | Term of the loan                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                  
|  | Term of the loan: 204 months, from the date of actual
 utilization; or in case of installments, from the date of the first actual
 utilization.                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                  
|  | The Borrower shall draw the facility strictly in accordance with the
 agreed schedule of utilization. Where the date of actual utilization is later
 than the agreed date of utilization, the Borrower shall still repay in
 accordance with the schedule of repayment agreed in this Contract.  
|  |                                                                                                                                                                                                                                                                                                  
|3 | Purpose                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                  
|  | Purpose: to replace the fixed assets loan of Alu River Hydroelectric
 Power Station owned by the Borrower in Agricultural Bank of China.                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                  
|  | The Borrower shall not change the purpose without the written consent
 of the Lender, including but not limited to that the Borrower shall not use
 the loan to invest in the stocks and other securities, and to finance the
 projects of which the entry is forbidden by the laws, regulations,

1

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|Fixed Assets Loan Contract (2010 Amended
 Version)
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | regulatory rules and national policies or the projects without due
 permission and the projects and purposes which cannot be financed by the
 facility from a bank.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4   | Interest rate and calculation of the interest                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1 | Interest rate                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Interest rate on the RMB borrowings                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The interest rate shall be (2) of the following:                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Fixed interest rate, / The interest rate will not change in the term of
 the loan.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                          
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Floating interest rate, with the floating period of 12 months:                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                          
|    | The interest rate shall be readjusted for every 12 months from
 the date of actual utilization (in case of installments, from the date of the
 first actual utilization). The readjustment date shall be the date in the
 readjustment month corresponding to the date of actual utilization. If there
 is no date in the readjustment month corresponding to the date of actual utilization,
 the readjustment date shall be the last day in the readjustment month.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The interest rate on the borrowings in the first floating period
 shall be the more than five-year benchmark interest rate of loan
 issued by the Peoples Bank of China on the date of actual utilization.                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                          
|    | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Upon expiration of each floating period, the benchmark interest rate
 of the loan with the same term issued by the Peoples Bank of China on the
 readjustment date shall be the interest rate applicable to the next floating
 period.                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                          
|4.2 | Calculation of the interest                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                          
|    | The interests shall be calculated from the date of actual utilization
 by the Borrower and based on the actually drawn amount and the days of using
 such amount.                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Interest calculating formula: Interests = Principal × Days of actual
 using × Daily interest rate.                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The daily interest rate shall be calculated on 360 days each year.
 The calculating formula: Daily interest rate = Annual interest rate/360.                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.3 | Interest settlement method                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Borrower shall settle the interest according to (1) of the
 following:                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The interests shall be settled on a quarterly basis. The 20th day of
 the last month in each quarter shall be the date of interest settlement, and
 the 21st thereof shall be the date of interest payment.                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                          
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The interests shall be settled on a monthly basis. The 20th day of
 each month shall be the date of interest settlement, and the 21st thereof
 shall be the date of interest payment.                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | If the repayment date of the last installment of the loan principal
 is not a date of interest payment, then such repayment date shall be deemed
 as the date of interest payment, and the Borrower shall pay off all interests
 accrued as of such date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4 | Penalty interest                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If the loan is overdue or fails to be used for the agreed purpose,
 the part which is overdue or misappropriated shall be charged interests at
 the penalty interest rate                                                                                

2

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|Fixed Assets Loan Contract (2010 Amended
 Version)
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | agreed in this Contract, from the overdue date or the date of failure
 to use the loan for the agreed purpose until the principal and interests
 thereon are paid off.                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The loan which is both overdue and misappropriated shall be charged
 interests at higher penalty interest rate.                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If the Borrower fails to pay duly any interests and the penalty
 interests, the compound interests thereon shall, pursuant to the method of
 interest settlement set out in Clause 4.3 hereof, be charged at the penalty
 interest rate agreed in Clause 4.3 hereof on such interests and penalty
 interests.                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Penalty interest rate                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The penalty interest rate of the loan with floating interest rate                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The penalty interest rate of the loan with floating interest rate
shall be floating pursuant to the floating period and method agreed in Clause
4.1 hereof. The penalty interest rate of the overdue loan shall be such
floating interest rate plus 30%, and penalty interest rate of the
misappropriated loan shall be such floating interest rate plus 100%.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               
|5   | Conditions for Utilization                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Borrower can only utilize upon satisfaction of the following
 conditions:                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.1 | This Contract and its Appendixes have become effective;                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.2 | The Borrower has retained with the Lender the Borrowers documents,
 bills, specimen signatures, list of personnel and signature sample relating
 to execution and performance of this Contract and properly filled in the
 relevant certificates;                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.3 | The Borrower has opened the account necessary for performance of this
 Contract as required by the Lender;                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.4 | The Borrower shall, 1 banking days prior to utilization, submit to
the Lender a written application for utilization and the evidential documents
for the purpose, and handle the relevant procedures for utilization;                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.5 | The Borrower has provided to the Lender the resolution and
 authorization approving execution and performance of this Contract issued by
 the board of directors or other authorities of the Borrower;                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.6 | The capital fund of the same proportion as the proposed facility has
 been made in full, and the actual progress of the project matches with the
 amount which has been invested;                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.7 | In case of the fixed assets investment project with a big amount of
 investment, high professional technological requirements and which need
 payment by installments in accordance with the progress of the project, the
 Lender shall be entitled to request the Borrower to provide the written
 documents with the signatures of three institutions of supervision,
 assessment and quality inspection etc. for confirmation of the progress and
 quality of the project;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.8 | The Borrower has provided the security as required by the Lender, and
 the security contract has come into effect and the legal procedures of
 examination and approval, registration or filling have been completed; and                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.9 | Other conditions for utilization as stipulated by law or agreed by
both Parties: N/A.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Lender may refuse the Borrowers application for utilization if
 the above conditions for utilization are not satisfied, except the Lender
 agrees to extend the loan.                                                                                                                                                                                                                                                                                                   

3

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|Fixed Assets Loan Contract (2010 Amended
 Version)
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|    |                                                                                      |                                                                   
|--- | ------------------------------------------------------------------------------------ | ------------------------------------------------------------------
|6   | Date and method for utilization                                                     
|    |                                                                                     
|6.1 | The Borrower shall draw the loan pursuant to the date and method of (1)
 as follows:
|    |                                                                                     
|    | (1)                                                                                  | Draw the loan in a lump sum on 5 January 2011.                    
|    |                                                                                      |                                                                   
|    | (2)                                                                                  | Draw the loan in full within the period of / days since /   /   /.
|    |                                                                                      |                                                                   
|    | (3)                                                                                  | Draw the loan by installments pursuant to the schedule as follows:

| |                     |  |                      
| | ------------------- |  | ---------------------
| | Date of Utilization |  | Amount of Utilization
| |                     |  |                      
| | /                   |  | /                    
| |                     |  |                      
| | /                   |  | /                    
| |                     |  |                      
| | /                   |  | /                    

|    |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (4)                                                                                                                                                                                                                                                                                                                           | The Borrower shall file separate application in accordance with the
 progress of the project and draw with the consent of the Lender. In any event
 the Borrower shall draw the loan in full no later than _______/___/   / ______.                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.2 | The Lender shall be entitled to refuse the Borrowers application for
 drawing the part of loan which has not been drawn within the above time
 limit.                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                              
|    | Where the Lender agrees to extend such delayed amount, it shall be
 entitled to charge the obligation fees at / for the delayed
 drawing amount; and where the Lender refuses to extend part of the loan, the
 Lender shall be entitled to charge the obligation fees at / for
 such part.                                   
|    |                                                                                                                                                                                                                                                                                                                              
|7   | Payment of the amount of the loan                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                              
|7.1 | Loan account                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                              
|    | The Borrower shall open the following account with the Lender as the
 loan account and the granting and payment of the loan shall be carried out
 through such account. o This account is an account special for the
 granting and payment of the loan and shall not be used for the collection and
 payment of other amount.
|    |                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                               | Name of the account: Fugong County Hengda Hydroelectric
 Development Co., Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                               | Account No.: 137214395200                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.2 | Method of payment of the amount of the loan                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                              
|    | (1)                                                                                                                                                                                                                                                                                                                           | The method of payment of the amount of the loan shall conform to the
 laws and regulations, regulatory rules and the provisions of this Contract.
 The method of payment of the amount of each drawdown shall be confirmed in
 the application of utilization. Where in the Lenders opinion, the method of
 payment of the amount of the loan selected in the application of utilization
 does not comply with the requirements, the Lender shall be entitled to change
 the method of payment or cease to grant and pay the amount of the loan.
|    |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (2)                                                                                                                                                                                                                                                                                                                           | Entrusted payment by the Lender means the Lender shall pay the amount
 of the loan to the counterparty of the Borrower in the transaction which
 conforms to the purpose agreed in this Contract, in accordance with the
 application of utilization and entrustment of payment by the Borrower.                                                                                                                                                                                                                                                 

4

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|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                            | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | In accordance with the relevant regulations of the China Banking
 Regulatory Commission and the internal management rules of the Lender, the
 payment of an individual amount of the loan of the Borrower under this
 Contract which exceeds 5% of the total investment of the project (i.e.
 Currency: RMB, Amount: RMB 4,723,515) or RMB 5,000,000 (in case
 of foreign currency, the amount shall be calculated at the exchange rate of
 / on the date of actual utilization, similarly hereinafter) shall
 be paid in the method of entrusted payment by the Lender. Under the premises
 of the risks can be controlled, where the individual payment is less than RMB
 500,000, the method of direct payment by the Borrower can be adopted.
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                            | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Other situations which shall adopt the method of entrusted payment
 agreed by the Lender and the Borrower: /.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (3)                                                        | Direct payment by the Borrower, means the Lender shall grant the
 amount of the loan to the Borrowers account in accordance with the
 application of utilization, and then the Borrower pay directly such amount to
 the counterparty of the Borrower in the transaction which conforms to the
 purpose agreed in this Contract. Unless the above situations agreed to apply
 the entrusted payment by the Lender, the method of payment of other amount of
 the loan shall be direct payment by the Borrower.                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (4)                                                        | Change of the method of payment. Following filing the application of
 utilization, if the external payment of the Borrower changes, the payment
 method of the amount to be directly paid which could meet the agreed
 conditions under Clause 7.2 (2) shall change. If the amount of external
 payment, the payee and purpose change in case of change of the method of
 payment or under the entrusted payment, the Borrower shall provide the Lender
 with the written statement of application for change, and re-provide the
 application for utilization and the relevant transaction materials which can
 evidence the purpose.                                                                                                                                                                                                                                                
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.3 | Specific requirements of the entrusted payment of the loan
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (1)                                                        | Payment entrustment. Where the conditions of entrusted payment by the
 Lender could be satisfied, the Borrower shall specify the payment entrustment
 in the application for utilization, i.e. to authorize and entrust the Lender
 to pay directly the amount of the loan to the counterpartys account
 appointed by the Borrower which conforms to the agreed purpose upon the
 credit of such amount in the Borrowers account, and shall provide the
 information necessary for the payment such as the name and the account of the
 counterparty as well as the amount of the payment etc.                                                                                                                                                                                                                                                                                      
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (2)                                                        | Provision of the transaction materials. Where the conditions of
 entrusted payment by the Lender could be satisfied, the Borrower shall
 provide the Lender with the information of its loan account, the account of
 the counterparty in the transaction and the evidential materials which can
 evidence that this utilization conforms to the agreed purpose under the
 facility agreement. The Borrower shall guarantee that all the materials
 provided to the Lender are true, complete and effective. Where the Lender
 fails to perform its obligation of entrusted payment due to the
 untruthfulness, incorrectness and incompleteness of the relevant transaction
 materials provided by the Borrower, the Lender shall not bear any
 responsibility and the obligation of repayment of the Borrower which has
 occurred already under this Contract shall not be affected.
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (3)                                                        | Performance of the obligation of entrusted payment of the Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                            | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | In case of entrusted payment by the Lender, following the Borrower
 provides the payment entrustment and materials of the relevant transaction,
 the Lender shall, following examination and approval, pay the loan to the
 Borrowers counterparty in the transaction through the Borrowers account.                                                                                                                                                                                                                                                                                                                                                                                                                                           

5

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|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|    |                                                                                                                      |                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                      | B.                                                                                                                           | Where the Lender found, following examination, that the relevant
 transaction materials such as the evidence document of the purpose do not
 conform to this Contract or are otherwise flawed, it shall be entitled to
 request the Borrower to supplement, replace, state or re-provide the relevant
 materials. Prior to the provision of the relevant transaction materials
 satisfactory to the Lender by the Borrower, the Lender shall be entitled to
 refuse to grant and pay the relevant amount.                                                                                                                                            
|    |                                                                                                                      |                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                      | C.                                                                                                                           | In case the account bank of the counterparty in the transaction
 refunds and the Lender could not pay duly the loan to its counterparty in
 accordance with the payment entrustment by the Borrower, the Lender shall not
 bear any responsibility, and the obligation of repayment of the Borrower
 which has occurred already under this Contract shall not be affected. The
 Borrower hereby authorizes the Lender to hold the amount refunded by the
 account bank of the counterparty. In such case, the Borrower shall re-provide
 the payment entrustment and relevant transaction materials such as the
 evidential documents of the purpose.
|    |                                                                                                                      |                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (4)                                                                                                                  | The Borrower shall not avoid the entrusted payment by the Lender by
 way of breaking up the whole amount into small amounts.
|    |                                                                                                                      |                                                                                                                             
|8   | Repayments                                                                                                          
|    |                                                                                                                      |                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.1 | Except as otherwise agreed by both Parties, the Borrower shall repay
 the loan hereunder pursuant to (2) as follows:
|    |                                                                                                                     
|    | (1)                                                                                                                  | All the loan hereunder shall be repaid on the date of expiration of
 the term of the loan.                                  
|    |                                                                                                                      |                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (2)                                                                                                                  | The loan hereunder shall be repaid pursuant to the following
 repayment schedule:                                           

|                   |  |                     |  |      |  |                    
|------------------ |  | ------------------- |  | ---- |  | -------------------
|Repayment Schedule |  | Unit: RMB 10,000   
|                   |  |                    
|Year               |  | Amount of Repayment |  | Year |  | Amount of Repayment
|                   |  |                     |  |      |  |                    
|2011               |  | 115                 |  | 2020 |  | 259                
|                   |  |                     |  |      |  |                    
|2012               |  | 134                 |  | 2021 |  | 268                
|                   |  |                     |  |      |  |                    
|2013               |  | 192                 |  | 2022 |  | 278                
|                   |  |                     |  |      |  |                    
|2014               |  | 201                 |  | 2023 |  | 287                
|                   |  |                     |  |      |  |                    
|2015               |  | 211                 |  | 2024 |  | 297                
|                   |  |                     |  |      |  |                    
|2016               |  | 220                 |  | 2025 |  | 307                
|                   |  |                     |  |      |  |                    
|2017               |  | 230                 |  | 2026 |  | 326                
|                   |  |                     |  |      |  |                    
|2018               |  | 239                 |  | 2027 |  | 187                
|                   |  |                     |  |      |  |                    
|2019               |  | 249                 |  |      |  |                    
|                   |  |                     |  |      |  |                    
|                   |  |                    
|In total           |  | 4,000              
|                  
|                   |  |                    

6

---



|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Other schedule of repayment: /.                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | To change the above repayment schedule, the Borrower shall, 3 banking
 days prior to expiration of the relevant loan amount, provide the Lender with
 the written application, and change to such repayment schedule shall be
 subject to the written confirmation of both Parties.                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|8.2 | Except as otherwise agreed by both Parties, on condition that the
 Borrower delays to repay both the principal and interests, the Lender shall
 be entitled to decide the priority of the repayment of the principal or
 interests; if there are several mature loans and overdue loans hereunder in
 case of repayment by installments, the Lender shall be entitled to decide the
 priority of repayment of certain loan by the Borrower; if there are several
 mature loan contracts between both Parties, the Lender shall be entitled to
 decide the priority of performance of each contract by the Borrower.                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.3 | Except as otherwise agreed by both Parties, the Borrower may prepay
 the loan, provided that it shall give a prior written notice of 3
 banking day to the Lender. The amount prepaid shall be firstly used to repay
 the loan to be mature lastly, i.e. repayment by the reverse sequence.                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Lender shall be entitled to charge the compensatory fees for the
 loan prepaid at /.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.4 | The Borrower shall repay the loan hereunder by the method of (2)
 as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Borrower shall, no later than / banking days prior to
 maturity of each sum of principal and interests, deposit adequate funds into
 the following account for repayment of the loan, and the Lender shall be
 entitled to actively collect the sum from such account on the mature date of
 each sum of principal and interest.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Name of repayment account: /.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Account No.: /.                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Borrower shall, no later than 2 banking day prior to
 maturity of each sum of principal and interests, deposit adequate funds into
 the following account for repayment of the loan, and the Lender shall be
 entitled to actively collect the sum from such account on the mature date of
 each sum of principal and interest. 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Name of account: Fugong County Hengda Hydroelectric Development
 Co., Ltd.                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Account No.: 137214395200.                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Other repayment method as agreed by both Parties: /.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                     
|9   | Security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.1 | The securities for the debt under this Contract are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | the guarantee covering the whole term hereof on the basis of joint
 liabilityprovided by Fujian Huabang Hydroelectric Investment Co., Ltd,
 with the execution of the Contract of Guarantee with the contract number of 2010
 Nian Bao Zi No. 139; and this Contract is the principal contract of such
 Contract of Guarantee.                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.2 | If any event occurs on the Borrower or the guarantor which, in the
 opinion of the Lender, could affect its ability to perform the contract, or
 the security contracts become invalid, canceled or rescinded, or the
 financial status of the Borrower or security-providers worsens or the
 Borrower or security-providers involves in material action or arbitration, or
 otherwise which could affect its ability to perform the contract, or the
 event of default by the security-providers occurs under the security
 contracts or other contract with the Lender, or the collateral being
 depreciated, damaged, lost or sealed up which could result in the decrease or
 loss of the value of the

7

---



|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | collateral, the Lender shall be entitled to request and the Borrower
 shall be obliged to supplement the additional security, supplement or change
 the security-provider etc. to secure the debt under this Contract.                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.3  | Within 3 months from the date of the first utilization by the
 Borrower, the procedures of the mortgage of the whole assets of Alu River
 Hydroelectric Station and the pledge of the receivables of Alu River
 Hydroelectric Station and Zileng River Hydroelectric Station shall be handled
 properly.                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10   | Insurance (This clause is optional, and the choice is (2) :
 (1) applicable, or (2) N/A.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The Borrower shall take out the insurance with the insurers
 acceptable to the Lender against the risks of the equipments, project
 construction, transportation of goods relating to the project or trade
 hereunder and occurring within the project operation, with the coverage as
 required by the Lender and the insured amount not less than the loan
 principal hereunder.                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The Borrower shall provide to the Lender the original of the
 insurance policy within _/_ days upon effectiveness of this Contract.
 The Borrower shall not suspend the insurance for any reason unless and until
 the loan principal, interests and expense hereunder are paid off. If the
 Borrower suspends the insurance, the Lender shall be entitled to renew or take
 out the insurance policy on behalf of the Borrower at the expenses of the
 Borrower. The Borrower shall be fully liable for all losses suffered by the
 Lender due to such suspension of the insurance.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The Borrower shall notify the Lender in writing within 3 days after
 it becomes or should become aware of occurrence of any insurance accident,
 and claim against the insurer in accordance with the relevant provisions of
 the insurance policy. The Borrower shall bear all losses suffered by the
 Lender due to the Borrowers failure to timely notify the Lender thereof or
 claim for insurance indemnity or perform its obligation under the insurance
 policy.                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Except as otherwise agreed, the insurance indemnities shall firstly
 be used to repay the principal and interests of the loan and other expenses
 payable.                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11   | Representations and warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11.1 | The Borrower represents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | It is duly registered with the competent administration for industry
 and commerce or competent authority and validly existing, and has the full
 ability of civil rights and acts required for execution and performance of
 this Contract; where the Borrower is the new established legal person for the
 project, its shareholders have good credit without any bad record; where the
 proposed investment project is subject to the requirements of the investors
 qualification and operational qualification by the PRC, all such requirements
 have been satisfied.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Its execution and performance of this Contract is its true
 declaration of intent, has obtained legal and valid authorization according
 to its articles of association or other internal management document, and
 will not violate any agreement, contract and other legal documents binding
 upon the Borrower; it has or will obtain all approvals, permits, filings or
 registrations required for its execution and performance of this Contract.                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Borrower adheres to the principle of good faith, and all
 documents, financial statements, certificates and materials provided by it to
 the Lender hereunder are true, complete, accurate and valid.                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The transaction background under which it applies to the Lender for
 handling the business hereunder is true and legal, and is not for the purpose
 of money laundering. The purpose of the loan and source of repayment are
 specified and lawful.                                                                                                                                                                                                                                                                                                                         

8

---



|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                     
|---- | ------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (5)                      | The Borrower has good credit without any bad record, and the Borrower
 does not conceal with the Lender any event that may affect its financial
 standing or ability of performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (6)                      | The project of loan and the matters of borrowing conform to the laws,
 regulations, regulatory rules and relevant policies in respect of the
 industry, land and environment of the PRC, and the procedures such as the
 management of the legality of the investment project, the examination and
 approval as well as filling etc. have been implemented in accordance with the
 rules, and conform to the relevant rules of the capital fund system of the investment
 project of PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (7)                      | The Borrower and the project using the loan could meet the standards
 of environmental protection in the PRC, which are not the enterprises and
 projects announced and determined by relevant authorities as energy consuming
 and seriously polluting and failing to sufficiently improve as ordered, and
 there will not exist the risks of energy consuming and pollution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (8)                      | Other matters represented by the Borrower: ____/_______.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11.2 | The Borrower undertakes:
|     |                         
|     | (1)                      | It will provide regularly or timely to the Lender its financial
 statements (including but not limited to annual reports, quarterly reports
 and monthly reports) and other relevant materials; and the Borrower
 undertakes to continue to meet the requirements on the financial indicators
 as follows: The debt to asset ratio shall not be higher than 90%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (2)                      | It will draw, pay and use the loan as agreed in this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (3)                      | If the Borrower has already executed the counter security agreement
 or similar agreement with the guarantor of this Contract in respect of its
 obligations of guarantee, such agreement shall not affect any rights of the
 Lender under this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (4)                      | It will be subject to the inspection and supervision of the Lender
upon the credit loan, and provide adequate assistance and cooperation. During
the period from the effective date of this Contract to the date on which all
the principal and interests of the loan under this Contract and the relevant
fees are paid off, the Borrower agrees to authorize the Lender to monitor its
account opened with the Lender, to inspect and analyze the construction and
operation of the project, and to carry out the dynamic monitoring to the cash
flow of the revenue of the project and the whole capital flow. The Borrower
shall accept the inspection and supervision of the Lender upon the use of the
loan including the purpose by way of account analysis, certificate inspection
and on-site investigation etc. and provide cooperation, and summarize and report
regularly to the Lender the payment and use of the loan pursuant to the
requirements of the Lender. The date of summarized report shall be: at the
end of each quarter.
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (5)                      | In case of occurrence of merger, division, reduction of registered
 capital, equity transfer, external investment, material increase of debt
 finance, transfer of major assets or creditors rights and other matters
 which may affect the Borrowers ability of repayment, the Borrower shall
 obtain the prior written consent of the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                          | The Borrower shall notify the Lender timely upon the occurrence of
 the following events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                         
|     |                          | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the change of the articles of association, business scope, registered
 capital and legal representative of the Borrower or the security-provider;                                   
|     |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                          | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the change of the mode of business operation such as association in
 any form, foreign joint venture, cooperation, contracting, reorganization,
 restructuring and plan for IPO etc;

9

---



|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                           | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | involvement in material action or arbitration, or the property or
 collateral being sealed up, seized or placed under surveillance in accordance
 with laws, or new material debt being established on the collateral;
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                           | D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | discontinuation of business, dissolution, liquidation, winding up,
 cancellation, revocation of the business license and application for
 bankruptcy etc.;                                                            
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                           | E.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the shareholder, director and the current management being alleged
 involving with any major legal case or economic dispute;                                                                                          
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                           | F.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the occurrence of event of default of the Borrower under other
 contract;                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                           | G.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the occurrence of the operating difficulties and financial
 deterioration etc..                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                       
|     | (6)                                                                                                                                                                                                                                                                                       | The sequence of its repayment of the Lenders loan hereunder has
 precedence over the loan extended by its shareholders to it, and is not
 subordinate to the debts of the same kind owed to its other creditors.                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (7)                                                                                                                                                                                                                                                                                       | The Borrower will not dispose of its own assets in a manner impairing
 its ability of repayment; the total amount of securities provided by it will
 not be higher than __0.5__ times of its net assets, and the total amount of
 securities and the amount of single security will not exceed the limit as
 stipulated in its articles of association; the Borrower shall not provide
 security to the third party with the assets formed by the loan under this
 Contract without the consent of the Lender.
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (8)                                                                                                                                                                                                                                                                                       | Unless for the purpose agreed in this Contract or with the consent of
 the Lender, the Borrower shall not transfer the loan under this Contract to
 the account with the same name and the affiliates account.                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                           | In case of transfer to the account with the same name and the
 affiliates account, the Borrower shall provide corresponding evidential
 documents.                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (9)                                                                                                                                                                                                                                                                                       | Within 3 months from the date of the first utilization by the
 Borrower, the procedures of the mortgage of the whole assets of Alu River
 Hydroelectric Station and the pledge of the receivables of Alu River
 Hydroelectric Station and Zileng River Hydroelectric Station shall be
 cleared.                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (10)                                                                                                                                                                                                                                                                                      | The Borrower shall not in any way pay the fixed return or dividend to
 the shareholders until it repays the current principle and interest of the
 loan as scheduled to the Lender.                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (11)                                                                                                                                                                                                                                                                                      | The whole assets of Alu River Hydroelectric Station as the mortgage
 asset provided to the Lender must be taken out the property insurance policy
 with the Lender as the first beneficiary.                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (12)                                                                                                                                                                                                                                                                                      | In accordance with the provisions of the Measures for Fixed Assets
 Loan Management of Bank of China Limited (2009 version), the Borrower shall
 open a fixed asset account special for the granting and payment of the loan
 with the Lender, and the granting and payment of the loan fund of the Lender
 shall be handled through this account.                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12   | Disclosure of related-party transaction in the group of the
 Borrower                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                          
|     | Both Parties agree that the following item 1 shall be applicable:                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                          
|12.1 | The Borrower is not the group client determined by the Lender
 pursuant to the Guidelines on the Management of Risks of Credits Granted by
 Commercial Banks to Group Clients (Guidelines).                                                                                            
|     |                                                                                                                                                                                                                                                                                          
|12.2 | The Borrower is the group client determined by the Lender pursuant to
 the Guidelines on the Management of Risks of Credits Granted by Commercial
 Banks to Group Clients (Guidelines). The Borrower shall report the
 situation of the related transaction of more than 10% of the net

10

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|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | asset to the Lender in a timely manner, including the affiliate
 relationship of the parties of the transaction, the project of the
 transaction and the nature of the transaction, the amount of the transaction
 or the corresponding ratio, and the pricing policy (including the transaction
 without any amount or with a nominal amount).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | The Lender shall be entitled to decide, at its own discretion, to
 stop to extend the loan not drawn by the Borrower and take back part or whole
 of the principal and interests of the loan in advance, if the Borrower is
 under any of the following circumstances: where based on false contracts with
 related parties, it uses such creditors right as any bill receivable or
 account receivable without true trade background to handle discount or pledge
 with the bank so as to illegally obtain the loan or credit of the bank; where
 it is subject to such events as major merger, acquisition or reorganization,
 which may affect the safety of the loan as deemed by the Lender; where it
 intentionally escapes the creditors right of the bank through related-party
 transaction; other circumstances as descried in Article 18 of the Guidelines.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13   | Events of default and handling                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13.1 | Any of the following events shall constitute or be deemed as an event
 of breach by the Borrower hereunder:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Borrower fails to perform its obligations of payment and
 repayment pursuant to the provisions contained herein;                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Borrower fails to draw and use the loan in the agreed method
 hereunder or fails to use the loan for the agreed purpose hereunder, or the
 Borrower violates the provisions hereof and break up the whole amount into
 small amounts in order to avoid the entrusted payment by the Lender;                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Any representation made by the Borrower herein is untrue or violates
 any undertaking made by the Borrower herein;                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In case of occurrence of the circumstances as described in Clause
 11.2 (5) hereof, the Lender deems it will affect the financial condition and
 ability of performance of the Borrower, but the Borrower fails to provide new
 security and replace the guarantor pursuant to the provisions of this
 Contract;                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The security-provider violates the provisions of the security
 contracts, or any event of default occurs with respect of the
 security-provider under other contracts signed by it and the Lender or other
 branches of Bank of China Limited;                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The discontinuation of business or the event of dissolution,
 cancellation or bankruptcy occurs with respect of the Borrower;                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Borrower involves or may involve in material economic dispute,
 action or arbitration, or its assets is sealed up, seized or enforced, or
 being on file for investigation or punished in accordance with laws by the
 judicial authorities or tax and industrial and commercial authorities, which
 already or may affect its performance of the obligations hereunder;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The abnormal change, missing or being investigated or restricted of
 the personal freedom in accordance with laws by the judicial authorities
 occurs to the main investor or key management of the Borrower, which already
 or may affect its performance of the obligations hereunder;                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The capital fund of the project fails to be made in place as
 scheduled or proportionately, or fails to be supplemented with the time limit
 set out by the Lender;                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                             
|     | (10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The progress of the project lags behind the progress of the use of
 the fund;                                                                                                                                                                                                                                                                                               

11

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|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (11)                                                                                                                                                                                                                                                                 | The credit standing of the Borrower has decreased, or the ability of
 making profits, debt service, operation and the financial indicators such as
 cash flow etc. has deteriorated, which is beyond the indicator limit or other
 financial agreement hereunder;                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (12)                                                                                                                                                                                                                                                                 | When the Lender reviews the financial status and ability of
 performance of the Borrower annually (i.e. on the dates following every one
 year after the date of this Contract), it found any circumstance which may
 affect the financial condition and ability of performance or the Borrower and
 the security-provider;                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (13)                                                                                                                                                                                                                                                                 | The Borrower violates other provisions in respect of the rights and
 obligations of the party hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13.2 | In case of occurrence of any of the above events of default, the
 Lender shall be entitled to take one or more of the following measures based
 on the specific circumstances:                                                                                      
|     |                                                                                                                                                                                                                                                                     
|     | (1)                                                                                                                                                                                                                                                                  | Require the Borrower or the security-provider to rectify its default
 within a stipulated time limit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (2)                                                                                                                                                                                                                                                                  | Reduce, suspend, cancel or terminate the credit line granted to the
 Borrower in part or in whole.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (3)                                                                                                                                                                                                                                                                  | Suspend or terminate acceptance of the Borrowers application for
 utilization under this Contract and other contracts between the Lender and
 the Borrower in part or in whole; suspend or terminate in part or in whole
 extending and handling any loan and trade financing not extended and handled.                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (4)                                                                                                                                                                                                                                                                  | Accelerate in part or in whole the principal, interests and other
 payables of the loan/trade financing outstanding under this Contract and
 other contracts between the Lender and Borrower.                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (5)                                                                                                                                                                                                                                                                  | Change the conditions of the granting and payment of the loan based
 on the credit standing of the Borrower, such as decreasing the minimum amount
 of entrusted payment etc. or transfer back the fund paid by the Borrower with
 default etc.                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (6)                                                                                                                                                                                                                                                                  | Terminate or cancel this Contract, and terminate other contracts
 between the Borrower and Lender in part or in whole.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (7)                                                                                                                                                                                                                                                                  | Request the Borrower to indemnify the losses Lender incurs due to the
 Borrowers default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (8)                                                                                                                                                                                                                                                                  | Only by giving a prior or subsequent notice, transfer the amounts in
 the accounts opened by the Borrower with the Lender and other branches of
 Bank of China Limited to service all or part of the debts owed to the Lender
 under this Contract. The un-matured amount in such accounts shall be deemed
 mature in advance. If the currency in such accounts is not the same as that
 used by the Lender for settlement, the amounts in such accounts shall be
 converted at the quoted exchange rate for settlement and sales of foreign
 exchange applicable to the Lender at the time of transfer.
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (9)                                                                                                                                                                                                                                                                  | Exercise the real right of security; request the guarantor to bear
 the responsibility of guarantee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (10)                                                                                                                                                                                                                                                                 | Other measures necessary and practicable as deemed by the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|14   | Waiver                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | No failure by either party to exercise its rights hereunder in part
 or in whole or require the other party to perform or bear part or whole
 obligations and liabilities shall operate as waiver by such party of such
 rights or such obligations and liabilities.

12

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|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|     |                                                                                                                                                                                                                                                                                                                  |                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------
|     | No forbearance and grace or delay by either party in exercise of the
 rights hereunder shall affect any of its rights available according to this
 Contract or laws and regulations, nor deemed as waiver of such rights.                                                                                       
|     |                                                                                                                                                                                                                                                                                                                 
|15   | Change, modification and termination                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                  |                                        
|     | This Contract may be changed or modified in writing upon agreement by
 both Parties through consultation. Any change or modification shall
 constitute integral part of this Contract.                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                 
|     | Except as otherwise set out by laws and regulations or agreed by both
 Parties, this Contract shall not be terminated unless and until all the
 rights and obligations hereunder are completely performed.                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                 
|     | Except as otherwise set out by laws and regulations or agreed by both
 Parties, the invalidity of any terms hereof shall not affect the validity of
 the remaining terms hereof.                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                 
|16   | Applicable law and dispute settlement                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                 
|     | This Contract shall be governed by the laws of the Peoples Republic
 of China.                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                 
|     | Any dispute arising out of or in connection with execution and
performance of this Contract following the effectiveness of this Contract may
be settled by both Parties through consultation. Where such dispute fails to
be settled through consultation, either party may adopt the method of 16.2 as
follows:
|     |                                                                                                                                                                                                                                                                                                                 
|16.1 | Submit the dispute to __/________ Arbitration Commission for
 arbitration in accordance with the arbitration rules which is in effect at
 the time of application for arbitration in ___/__ (place of
 arbitration).                                                                                            
|     |                                                                                                                                                                                                                                                                                                                 
|16.2 | Bring a lawsuit in the peoples court of the place where domicile of
 the Lender or other branches of Bank of China Limited performing the rights
 and obligations under this Contract or a single agreement is located.                                                                                        
|     |                                                                                                                                                                                                                                                                                                                 
|16.3 | Bring a lawsuit in the competent people court having jurisdiction
 over such dispute.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                 
|     | If the remaining terms hereof other than those under dispute are not
 affected by such dispute during the period of dispute, such remaining terms
 shall still be performed.                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                 
|17   | Expenses                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                 
|     | Except as otherwise determined according to law or agreed by both
 Parties, the expenses for execution, performance and dispute settlement of
 this Contract (including but not limited to attorney fees) shall be borne by
 the Borrower.                                                                      
|     |                                                                                                                                                                                                                                                                                                                 
|18   | Appendices                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                 
|     | The following Appendix and other appendices as confirmed by both
 Parties shall be integral part of this Contract and have the same legal
 validity as this Contract.                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                 
|     | 1                                                                                                                                                                                                                                                                                                                | The Application for Utilization (Form):
|     |                                                                                                                                                                                                                                                                                                                  |                                        
|     | 2                                                                                                                                                                                                                                                                                                                | The promissory note of the borrowings. 
|     |                                                                                                                                                                                                                                                                                                                  |                                        
|19   | Miscellaneous                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                  |                                        
|19.1 | The Borrower shall not transfer any of its rights and obligations
 hereunder to any third party without written consent of the Lender.                                                                                                                                                                          

13

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|                                                  
|--------------------------------------------------
|Fixed Assets Loan Contract (2010 Amended
 Version)
|                                                  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|19.2 | If the Lender needs to entrust other branches of Bank of China
 Limited to perform the rights and obligations hereunder, or transfer the loan
 hereunder to other branches of Bank of China Limited who will assume and
 manage the loan, the Borrower shall accept the same. Other branches of Bank
 of China Limited as entrusted by the Lender or assuming the loan hereunder
 shall have the right to exercise all rights hereunder, bring a lawsuit in the
 peoples court in their own names and apply for arbitration or enforcement in
 case of occurrence of any dispute hereunder.                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.3 | This Contract shall be legally binding upon and inure to the benefits
 of both Parties and their respective heirs and permitted assigns without
 prejudice to other provisions contained herein.                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.4 | Except as otherwise agreed, the domiciles of both Parties as
 specified in this Contract shall be the correspondence and contact addresses.
 In case of any change thereof, either party shall timely notify the other
 party in writing.                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.5 | The transaction hereunder shall be based on independent benefits of
 each party. If other parties under such transaction shall constitute related
 parties of the Lender in accordance with the relevant laws, regulations and
 regulatory requirements, the parties shall not impair the fairness of such
 transaction by taking advantage of such related-party relationship.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.6 | All captions and name of business in this Contract are inserted only
 for the convenience of reference, and shall not affect the interpretation of
 the terms hereof and the rights and obligations of both Parties.                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.7 | The Lender shall be entitled to, in accordance with the relevant
 laws, regulations and regulatory rules, provide the relevant information of
 this Contract and the Borrower to the Credit Reference System of Peoples
 Bank of China and other credit information data base duly established, for
 the inquiry and use by the properly qualified organization and individual in
 accordance with laws. The Lender shall also be entitled to inquire the
 relevant information of the Borrower through the Credit Reference System of
 Peoples Bank of China and other credit information data base duly
 established.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.8 | If the date of utilization or repayment is a public holiday, then it
 shall be postponed accordingly to the first Business Day following the public
 holiday.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|20   | Effectiveness                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | This Contract shall become effective on the date when it is signed by
 the legal representative (responsible person) or authorized signatory and
 affixed with the common seal of each party.                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | This Contract is executed in duplicate, of which each party holds
one, being equally authentic.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                                                                        |  |                                             
|----------------------------------------------------------------------- |  | --------------------------------------------
|The Borrower: Fugong
 County Hengda Hydroelectric Development Co., Ltd. |  | Lender: Bank of
 China Limited Yunnan Branch
|                                                                        |  |                                             
|(stamp)                                                                 |  | (stamp)                                     
|                                                                        |  |                                             
|Authorized
 signatory: _________                                        |  | Authorized
 signatory: _________            
|                                                                        |  |                                             
|Date: 31
 December 2010                                                 |  | Date: 31
 December 2010                     

14

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